SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities
Exchange Act of 1934
For
the month of August, 2020
Commission
File Number 1-34129
CENTRAIS
ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
(Exact
name of registrant as specified in its charter)
BRAZILIAN
ELECTRIC POWER COMPANY
(Translation
of Registrant's name into English)
Rua
da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ___X___ Form 40-F _______
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
_______ No___X____
BYLAWS OF CENTRAIS ELÉTRICAS BRASILEIRAS
S.A. – ELETROBRAS
CHAPTER I
Name, Organization, Headquarters
and Social Object
Art. 1 Centrais Elétricas
Brasileiras S.A. – Eletrobras is a mixed capital corporation, established in accordance with the authorization provided by
Federal Law 3,890-A, dated April 25, 1961 and governed by the present Bylaws.
Art 2 Eletrobras, as a company indirectly
governed by the public Federal Administration, shall be ruled by Law 3,890-A, of 1961, and by Law 13,303, of 2016 and its rules,
by the specific legislation for corporations (sociedade por ações), and by special dispositions of federal laws,
when applicable, and by the present Bylaws.
Sole paragraph. The company, its
shareholders, managers and members of the Fiscal Council are subjected to the provisions of the Corporate Governance Level 1 Listing
Regulations of BM&FBOVESPA (the "Level 1 Regulations").
Art 3 Eletrobras has its head offices
in the Federal Capital and central office in the city of Rio de Janeiro, constituted for an indefinite period and will operate
directly or through its subsidiaries or companies with which it may become associated, and the company may also open offices in
Brazil and abroad in order to further its social object.
§ 1 Eletrobras, directly or
through its subsidiaries, or controlled companies, may participate, with or without allocation of funds, in the establishment of
consortia or participate in companies, with or without major participation in Brazil or abroad, for the direct or indirect production,
transmission or distribution of electricity.
§ 2 The validity of any and
all instruments executed by Eletrobras directly or through its subsidiaries or controlled companies, in order to achieve the objective
set out in paragraph one of this article, is subject to the approval of at least 2/3 of all members of the Board of Directors.
§ 3 For the purposes of the
participations mentioned in the first paragraph, Eletrobras will be responsible for raising the funds that are necessary for the
performance of its social object as well as those of its subsidiaries or controlled companies, and it may delegate such activity
to them, subject to the provisions under the Policy of Responsibilities.
§ 4 Any subsidiaries that Eletrobras
might establish, subject to prior legal authorization, will be subject to the general principles of Law 3,890-A, of 1961.
§ 5 The subsidiaries will follow
the administrative, financial, technical and accounting rules established by Eletrobras.
§ 6 The representatives from
Eletrobras in the management of the companies, subsidiaries or not, in which Eletrobras participates, will be chosen by the Board
of Directors, according to criteria established under the law, these bylaws or the Policy of Appointment of companies of Eletrobras.
Art. 4 The corporate purpose of
Eletrobras is:
I - to carry out studies, projects,
construction and the operation and building of power units and transmission lines and the distribution of electric energy, as well
as to enter into company transactions in connection with these activities, such as the trading of electric energy;
II - to cooperate with the Ministry
to which it is subject, in order to establish the country's energy policy;
III - to grant loans to electric
energy public utilities under its control, and to provide guaranties, in Brazil or abroad, in favor of electric power utilities,
as well as to purchase bonds issued by Eletrobras;
IV - to provide guaranties, in Brazil
or abroad, in favor of electric energy public utilities under its control;
V - to promote and support research
of its business interest in the energy sector, connected to the generation, transmission and distribution of electric energy, as
well as studies regarding the utilization of reservoirs for various purposes;
VI - to contribute to the training
of the technical personnel required by the Brazilian electric energy sector, as well as to the preparation of qualified labor,
by means of specialized courses, whereto it may also grant assistance to educational entities in Brazil or scholarships abroad
and may sign agreements with entities which cooperate in the formation of specialized technical personnel;
VII - to cooperate technically and
administratively with the companies in which it is a shareholder and with the divisions of the Ministry to which it is subject.
VIII - to participate in associations
or organizations of technical, scientific and entrepreneurial nature, of regional, national or international scope, which may be
of interest to the electric energy sector; and
IX - to participate, according to
on-going legislation, in programs designed to increase the usage of alternative sources of electric power generation, in addition
to the rational use of power and the implementation of smart power networks.
CHAPTER II
Obligations
Art 5 Eletrobras, according to the
applicable legal provisions, shall, among other obligations:
I - operationalize programs for
the furtherance of the universal access to electric energy;
II - guide its efforts by the sustainability
of the economic, financial, social and environmental balance in the business operations and opportunities;
III - support the activities connected
to the furtherance and encouragement of the national industry of materials and equipment earmarked for the electric energy sector,
by means of the operation of CEPEL - Center for Studies and Research on Electric Energy;
IV - develop programs, projects,
and activities of furtherance and guidance of consumers, aiming at the efficient use of energy;
V – prepare and publish the
Code of Ethics and Conduct of Eletrobras companies, in accordance with the company’s principles and values, as well as the
applicable laws;
VI - follow the Compliance Program
of Eletrobras companies;
VII – follow and make its
controlled companies follow the requirements of transparency provided for under the applicable laws; and
VIII - act in full compliance with
the Code of Ethics and Conduct of Eletrobras Companies and the United States Foreign Corrupt Practices Act of 1977, 15 U.S.C. §78-dd-1,
et seq., as amended), hereinafter referred to as FCPA, and Law no. 12,846/2013, as well as any applicable anti-bribery and anti-corruption
laws, or any other laws, rule or regulation of similar purpose and
effect, refraining from adopting
any practice that may be forbidden for legal persons subject to FCPA and the Brazilian anti-corruption laws.
Art 6. Eletrobras shall take all
applicable measures for its managers, agents, employees and any other people acting on its behalf, as well as of its controlled
companies, managers, agents, employees and any other people acting on behalf of the latter, to proceed in accordance with the provisions
under the Code of Ethics and Conduct of Eletrobras Companies, FCPA, and the Brazilian antibribery laws.
CHAPTER III
Capital, Shares and Shareholders
Art. 7. The capital stock is R$
39,057,271,546.52 (thirty-nine billion fifty seven million two hundred seventy one thousand five hundred and forty six reais and
fifty two cents), divided into 1,288,842,596 (one billion, two hundred and eighty eight million, eight hundred and forty-two thousand,
five hundred and ninety-six) common shares, 146,920 (one hundred forty-six thousand, nine hundred and twenty) preferred class A
shares and 279,941,394 (two hundred seventy nine million nine hundred and forty one thousand three hundred and ninety four) class
B preferred shares, all without nominal value.’
Art 8. Eletrobras' shares shall
be:
I - common, under nominative form,
entitled to vote; and
II - preferred, under nominative
form, not entitled to vote at Shareholders’ Meetings;
§ 1 Both kinds of shares may
be kept in deposit accounts in the names of their respective holders, in the form of book shares, without the issue of any stock
certificates, in a financial institution appointed for this purpose.
§ 2 Whenever a transfer of
ownership of shares occurs, the financial institution with which they are deposited may collect from the assigning shareholder
the cost of any services in connection with the Brazilian transfer thereof, subject to the maximum rates established by the Brazilian
Securities and Exchange Commission (CVM).
Art 9. Preferred shares cannot be
converted into common shares and shall have preferential right to reimbursement of capital and in the distribution of dividends.
§ 1 Preferred Class “A”
shares, which are those subscribed until June 23, 1969, and bonus shares resulting from such shares, shall receive priority in
the distribution of dividends, of eight percent over the capital belonging to that type and class of shares, to be equally divided
between them.
§ 2 Preferred class “B”
shares, which are those subscribed after June 23, 1969, shall receive priority in the distribution of dividends, at six percent
over the capital belonging to that type and class of shares, to be equally divided between them.
§ 3 Preferred shares shall
participate, on equal terms, with common shares, in the distribution of dividends, after the former have been assured the minimum
dividend provided for in 1st and 2nd paragraphs, subject to the following paragraph.
§ 4 Preferred shares shall
be entitled to receive dividends, per share, of at least ten per cent above the dividend paid to each common share.
Art 10. Eletrobras' capital increases
shall be implemented by means of public or private subscription and incorporation of reserves, and any resources obtained shal
be capitalized in accordance with the laws in force at the time.
§ 1 When capital increases
take place, all shareholders of Eletrobras shall have preemptive rights proportional to their equity interest, and the Federal
Government shall subscribe for a number of common shares, in order to ensure it a minimum of 50% plus one share of the voting capital.
§ 2 Eletrobras may effect any
capital increase, by means of subscription of shares or conversion of bonds or share credits, provided it maintains the limit of
2/3 of preferred shares in relation to the total issued shares.
Art 11. The payment for shares shall
comply with terms and regulations stipulated by the Board of Directors of Eletrobras.
Sole paragraph. Any shareholder
who does not make payment in compliance with the terms and regulations set forth in this article shall be legally liable for the
payment of any index adjustment, with 12% (twelve per cent) interest p.a. and a fine of 10% (ten per cent) calculated on the overdue
installment.
Art 12. Eletrobras may issue multiple
share certificates.
§ 1 Any grouping or split of
shares may be made upon the shareholder's request, provided that the expenses incurred with the substitution of certificates, which
cannot exceed the costs incurred, shall be paid by such shareholder.
§ 2 The services of conversion,
transfer and split of shares may be temporarily suspended, in accordance with the principles and limitations of the laws in force
at the time.
Art 13. Eletrobras may issue non-
convertible bonds and debentures, the latter with or without the guarantee of the National Treasury.
Art 14. Eletrobras, after deliberation
by the Board of Directors, may purchase its own shares for cancellation, or maintenance in Treasury and further sale, up to the
value of revenues and reserves, except for the legal reserve, in accordance with legal and regulatory measures.
Art 15. The redemption of shares
of one or more classes may be effected according to the resolutions of the Extraordinary Shareholders’ Meeting, not dependent
upon approval by a Special Shareholders’ Meeting, according to the types and classes in question.
CHAPTER IV
Shareholders’ Meeting
Art 16. The Ordinary Shareholders’
Meetings shall be held within the four months immediately following to the close of the fiscal year, at an hour and on a date previously
set, for:
I - the appreciation of the accounts
prepared by the managers; examination, discussion and voting of financial statements;
II - resolutions about the use of
the net profit for the fiscal year and the distribution of dividends; and
III - election and dismissal of
the members of the Board of Directors of Eletrobras and the Fiscal Council, and fixing the remuneration of the managers and members
of the Fiscal Council and Audit and Risk Committee, in accordance with applicable legislation.
Art 17. Besides the instances provided
for in the applicable laws, the Shareholders’ Meeting shall meet whenever the Board of Directors of Eletrobras deems it advisable
and, specifically, decide about the following matters:
I - the assignment of all or any
part of its shares in the share capital of Eletrobras or its subsidiaries;
II - capital change;
III - waiver of the right to subscribe
for debentures or shares convertible into shares of its subsidiaries;
IV - the issue of debentures convertible
into shares or the sale thereof, if they are treasury stock;
V - the sale of debentures convertible
into shares owned by Eletrobras, issued by its subsidiaries;
VI - the issue of any other titles
(títulos) or securities, in Brazil or abroad;
VII - any splitting, merger or incorporation,
dissolution and wind-up of the company;
VIII - any exchange of shares or
other securities;
IX - exchange of shares of one or
more classes, independently of approval by the Special Shareholders’ Meeting of the types and classes in question.
X – reform of the Bylaws;
XI - authorization for the company
to bring suit to enforce civil liability on the managers for loss caused to its assets;
XII - election and dismissal, at
any time, of liquidators, taking their accounts into consideration; and
XIII – evaluation of the assets
of the shareholder to be considered for share in the social capital.
§ 1. The minimum time period
between the first announcement of the Shareholders’ Meeting and the date of the meeting shall be 15 days and 8 days for the
second notice.
§ 2 The General Shareholders’
Meeting may only deliberate on the agenda business, referred to in the respective notice of meeting, precluding the approval of
general subjects.
§ 3 The deliberations of the
Shareholders’ Meeting shall be carried out by majority votes, except for those requiring qualified quorum, being the vote
of each individual representative proportional to the shareholding participation in the company's share capital.
§ 4 The deliberations of the
General Shareholders’ Meeting shall be booked in the minutes, and may be summarized.
§ 5 - The declaration of vote
can be registered if the shareholder representative so decides.
§ 6 Any shareholders abstaining
from voting must be registered in the minutes and in the disclosure document of the Shareholders’ Meeting.
§ 7 The Board of Directors
shall be responsible to deliberate on the convening of the Shareholders’ Meeting. The Fiscal Council and shareholders shall
be responsible in the cases provided for under the law.
§8º The chair, conducting
the proceedings of the Shareholders’ Meeting shall consist of the Chief Executive Officer of Eletrobras or his substitute
and a secretary, chosen from among those present.
Art 18. The public notice shall
state that the presence of the shareholders at the General Meeting is conditioned upon compliance with the requirements established
by the law for this purpose.
Art 19. Shareholders may be represented
by a proxy at the Shareholders’ Meetings, in accordance with the provisions of article 126, of Law 6,404 of 1976.
§ 1 The documents evidencing
the condition of shareholder and his representation shall be delivered at the office of Eletrobras, according to the notice of
meeting, up to 72 (seventy-two) hours before the Shareholders’ Meeting is held.
§ 2 Will be admitted to the
General Shareholders Meeting all shareholders who attend with the full documentation needed to the participation in the Meeting
§ 3 The recognition of signatures
of the instrument of mandate is not required for non-resident shareholders and holders of depositary receipts, and the proxy may
be deposited at Eletrobras' head-office within seventy-two hours prior to the the day scheduled for the Shareholders’ Meeting.
§ 4 The representation of the
Federal Government at the Shareholders’ Meetings will be made according to the applicable federal law.
§ 5 Eletrobras shall facilitate
the remote participation and voting, in accordance with the Instruction of the Securities Commission – CVM.
CHAPTER V
Management
Art 20. The management of Eletrobras,
in accordance with these Bylaws and legislation in force, is the responsibility of the Board of Directors and the Board of Executive
Officers.
Art 21. The exercise of the functions
of the management of Eletrobras is reserved for Brazilian individuals, with members of the Board of Executive Officers having to
be resident in the country, and depending on the law, the same may be required for other management positions
§ 1 The minutes from the Shareholders’
Meeting, or meeting of the Board of Directors, which had elected, respectively, directors and executive officers, should state
the qualifications of each member and their mandate period, and if so required by law, such additional requirements as the law
prescribesirements, which will be filed at the head-office.
§ 2 The requirements shall
be evidenced in documentation, resorting to the information referred to in standardized form, approved by the Office of Coordination
and Governance of State-owned Companies.
Art 22. The investiture into the
management office of Eletrobras shall follow the conditions imposed under the applicable laws, as well as those under the Policy
of Appointment of Eletrobras companies.
§ 1 Whenever the Policy of
Appointment intends to impose requirements additional to those established under the applicable laws onto the Eletrobras’
Directors, such requirements shall be forwarded for deliberation of the shareholders, at General Shareholders Meeting.
§ 2 In addition to the conditions
for the investiture referred to in the head provision of this Art, the nominee for the officer’s position, in addition to
the Chief Executive Officer, should have:
I - professional experience of at
least 5 (five) years in the position or assignment, directly connected to the main theme of the Executive Board.
Art 23. Officers shall not discuss
subjects that conflicts with their interests or the interests of third parties under their influence, in accordance with the terms
of article 156 of Law 6,404 of 1976. In this case, an officer must declare such interest and refrain from discussing the subject.
Art 24. The members of Board of
Directors and Executive Officers will take office after signing their investiture, undersigned by the Chief Executive Officer and
by the director or executive officer that took office, at the minute book from the Board of Directors of Eletrobras, or the Board
of Executive Officers, as the case may be.
§ 1 In the event that the CEO
of Eletrobras is the one who takes office, the State Minister to whom Eletrobras is linked shall also sign the term of investiture.
§ 2 In the event that such
investiture is not signed within thirty days following the indication, the appointment will be canceled, unless a justification
is accepted by the office to which the member has been appointed.
§ 3 The investiture must contain,
subject to becoming null, the indication of at least one address at which the officer will receive process for administrative and
legal proceedings regarding their management, which shall be deemed accomplished by means of delivery at the indicated address,
which can only be changed by written notification to Eletrobras.
§ 4 Taking office of the Board
of Directors and the Board of Executive Officers is subject to the signing the Management Consent Form (Termo de Anuência
dos Administradores), pursuant to the Level 1 Regulation as well as the applicable legal requirements.
Art 25. Each management board member
shall, before entering and leaving office, submit an annual statement of assets to the company, the Public Ethics Committee of
the Presidency of the Republic – CEP/PR and the Audit Court.
Art 26. The term of management of
the members of the Board of Directors and the Executive Board shall be extended until the effective investiture of the new members.
§ 1 For the deadlines set forth
at the start of Arts 32 and 42, the previous periods of management or performance occurred within less than 2 (two) years will
be considered.
§ 2 Once the maximum management
deadlines set forth at the start of Arts 32 and 42 are reached, the return of the member of the Board of Directors or of the Board
of Executive Officers may only occur after a period equivalent to a term of management.
§ 3 For the purposes of the
provisions of the head provision of Art 42, the appointment of a director to serve on another executive board of Eletrobras is
not considered as a reinstatement.
Art 27. The elected directors shall
participate, in the inauguration and annually, in the specific training on corporate and capitals market laws, disclosure of information,
internal control, code of conduct, Law 12,846/2013, and other subjects connected to the activities of Eletrobras.
Sole paragraph. It is hereby forbidden to reinstate
a manager who does not participate in any annual training provided by the company over the last two years.
Art 28. The Board of Directors of Eletrobras
and the Board of Executive Officers may hold meetings when the majority of their members are present and their decisions shall
be taken, respectively, by voting of the majority of the directors and executive officers present at the meetings.
§ 1 Minutes should be drawn up after each
meeting, and said minutes shall be signed by all the members present.
§ 2 The Board of Directors of Eletrobras
shall meet ordinarily, once a month, and the Board of Executive Officers, once a week.
§ 3 It is the responsibility of the Chairman
of the Board of Directors and the Chief Executive Officer or the majority of the members of each committee of the company`s management,
to
call, extraordinarily, the meetings of Board
of Directors of Eletrobras and of the Board of Executive Officers.
§ 4 The Chairman of the Board of Directors
and the Chief Executive Officer are entitled, besides their personal votes, to a casting vote in connection with decisions of Board
of Directors of Eletrobras and resolutions of the Board of Executive Officers.
Art 29. Members of the Board of Directors and
the Board of Executive Officers shall be responsible, under the terms of the applicable laws, individually and collectively, for
the acts performed by them and for the damages caused by them to the company.
§ 1 Eletrobras will provide defense for
the members and ex-members of the Board of Executive Officers and Board of Directors in judicial and administrative suits against
them relating to behavior performed while in office, provided it is not incompatible with the company's interests.
§ 2 The benefit provided in the first
paragraph of this article shall apply, as appropriate, to the Audit and Risk Committee, to the occupants and former occupants of
positions of trust and other employees regularly invested with the powers delegated to the managers.
§ 3 Benefits as mentioned shall comply
with terms established by the Board of Directors, following consultation with the legal department of Eletrobras.
§ 4 Eletrobras can enter into a Directors
& Officers Liability (D&O) insurance policy, in the form and with coverage as defined by the Board of Directors, in accordance
with the 1st and 2nd paragraphs, in favor of the people mentioned to protect them from the responsibility of acts or facts by which
they could be held accountable judicially or administratively.
§ 5 If any of the members are convicted,
and not allowed to appeal further in respect to company´s Bylaws or deriving from an act with deceitfulness or guilt, such
member shall reimburse Eletrobras the total costs and expenses deriving from defense procedures as mentioned within the 1st and
2nd paragraphs, besides any reputational damages to the company.
Art 30. The managers of Eletrobras who may
come up with salary advantages without provision or in noncompliance with the provisions of the employment contracts, staffing
and compensation plan, collective bargaining agreement, or the applicable laws, shall be held liable for the damage caused to the
company, based on the head provision of Art 29 hereof.
Art 31. The maximum limit of participation
of a Director in the Board of Directors and/or Fiscal Council may not surpass 5 (five) in number, taking into account the Eletrobras’
one, in accordance with the compensation limit.
Sole paragraph. The paid participation
of members of the federal public administration, directly or indirectly, in more than 2 (two) collegiate bodies of state-owned
companies, including the Boards of Directors and Fiscal Council and the Audit Committees, is forbidden.
CHAPTER VI
Board of Directors
Art 32. The Board of Directors shall
consist of 11 (eleven) members, elected by a Shareholders’ Meeting, which shall appoint the Chairman among them, with a unified
term of office of 2 (two) years, with a maximum of 3 (three) consecutive renewals, constituted by:
I - seven members appointed by the
Minister of Mines and Energy among which at least two must meet the conditions set forth in art. 25 of Law 13,303/2016 and in art.
39 of Decree No. 8,945/2016;
II - one director appointed by the Minister
of Economy, according to the applicable law;
III - one director elected by a
separate voting during the Shareholders’ Meeting, by the minority holders of the common shares, issued by Eletrobras, with
applicants meeting the requirements of Law 13,303/2016;
IV - one director elected by a separate
voting during the Shareholders’ Meeting, except for the controlling shareholder, holders of the preferred shares issued by
Eletrobras, representing at least ten percent of the capital. Such calculation excludes the shares held by the controlling shareholder,
and applicants should meet the requirements of Law 13,303/2016; and
V - one director elected representing
the employees, chosen by direct vote of his peers among the employees in an election organized by the company in conjunction with
the unions that represent them under the applicable law.
§ 1 The right to vote set out
in item IV above, is reserved for preferred shareholders who prove uninterrupted ownership of their shares during the period of
at least three months immediately prior to the Shareholders’ Meeting.
§ 2 The director representing
the employees, provided for in item V, will not participate in discussions and deliberations on subjects involving labor relations,
compensation, benefits and advantages, including subjects of pension and health care, cases in which there is a conflict of interests.
§ 3 The matters that imply
conflicts of interest, as provided for in § 2 above, shall be deliberated on a special meeting, without the attendance of
the director representing the employees, who shall have access to the minutes of the meeting and the documents connected to the
deliberations, over the term of up to 30 days.
§ 4 The Board of Directors
shall include at least 30% (thirty percent) of the independent members, respecting a more strict independence criteria, in case
of divergence between the rules of Law 13,303, from July 30, 2017, and the Statute of the Highlight on State Governance Program
of Brasil, Bolsa, Balcão S.A. (B3).
§5 The Ministry of Mines and
Energy shall indicate the independent members of the Board of Directors referred to in §4 of this article, in case the other
shareholders do not do so.
Art 33. It shall be incumbent upon
the Board of Directors to set fundamental management guidelines, at the initiative of its members, or to propose to the Board of
Executive Officers, for the purposes of examination and deliberation, as well as the superior control of Eletrobras and subsidiaries,
for oversight of compliance with guidelines established by it, monitoring the implementation of approved programs and verifying
the results obtained.
§ 1 The Board of Directors
will meet at least once a year without the presence of the Chief Executive Officer, including for approval of the Annual Plan of
Internal Audit Activities – PAINT and Annual Report of Internal Audit Activities – RAINT.
§ 2 The Board of Directors
will meet at least twice a year with the presence of external auditors.
Art 34. The monthly remuneration
owed to the members of the Board of Directors shall surpass ten percent of the average monthly compensation of officers, except
for the amounts connected to the vacation premium and benefits, and the payment of interest in the company’s profit of any
type is hereby forbidden.
Sole paragraph. The members of the
Board of Directors shall have its commuting and lodging expenses reimbursed whenever they reside out of the city of meeting, and
only the commuting when they reside in the city.
Art 35. In addition to the cases
provided for under the law, a position will be vacant when the member of the Board of Directors fails to attend two consecutive
meetings, or three non-continuous meetings, over the 12 (twelve) meetings without a reason.
Art 36. In the exercise of the duties
appurtenant to the Board of Directors, without prejudice to the assignments provided for in the applicable laws:
I - decide on the organization of
subsidiaries or the termination of the participation of Eletrobras in such companies;
II – decide on the association,
directly or through subsidiary or controlled companies, with or without the allocation of resources for setting up consortia or
participation in companies, with or without control, in Brazil or abroad, which are intended directly or indirectly to explore
the production, transmission or distribution of electricity under a concession, authorization or permit;
III – deliberate on the shareholders’
agreements to be executed by Eletrobras, its subsidiaries or controlled companies, before its execution, abiding by the applicable
laws;
IV - define the policy for granting
loans and financing, not permitting loans to managers, members of the Fiscal Council, employees and majority shareholder;
V - state its position about the
acts approve the contracts in accordance with the applicable policy of responsibilities, undertaking, among such acts or contracts,
without limitation, the responsibility for the granting of financing to utility electric energy companies under its control, and
for the entry into loans in Brazil and abroad;
VI – approve, abiding by the
policy of responsibilities, the granting of guarantee for loans or financings signed domestically or abroad, by subsidiaries or
not, where it holds interest;
VII- to approve, in accordance with
the policy of allocations, the contracting of loans or financing, in the country or abroad, of controlled companies;
VIII - decide on the organization
of technical-scientific research entities which are of interest to Eletrobras in the energy power sector, as well as the granting
of loans and guarantees to those under its control;
IX - to call a Gneral Meeting, in
the circumstances stipulated by Law 6,404 of 1976, or whenever it deems convenient;
X - determine the distribution of
functions among the members of the Board of Executive Officers, abiding by the assignments established under these Bylaws;
IX - propose to the General Meeting
a capital increase, issuance of shares, subscription bonds and debentures of Eletrobras, except for those described in item XII;
XII - authorize the acquisition
of shares issued by Eletrobras, to be canceled or held in treasury for subsequent sale, and to decide on the issuance of non-convertible
titles and simple debentures, not convertible in shares;
XIII - decide on the negotiation
of shares or debentures;
XIV - authorize the sale of permanent
assets and the creation of real property liens, abiding by the Policy of Responsibilities with respect to the disposal of real
property;
XV - deliberate on the making and
acceptance of donations, with or without charges, abiding by the provisions in the Compliance Manual and the Code of Ethics and
Conduct of Eletrobras’ Companies, as well as the Policy of Responsibilities;
XVI - choose and remove officers
of the company and supervise their management;
XVII - appraise, at any time, the
books and documents of Eletrobras, as well as to request information about the contracts executed or close to be executed and on
any other acts;
XVIII – implement and supervise
the systems of management of risks, internal controls and compliance established for preventing and mitigating the main risks to
which Eletrobras and its controlled companies is exposed, including the risks connected to the integrity of accounting and financial
information and those connected to the event of bribery or fraud;
XIX - analyze, at least quarterly,
the interim balance sheet and other financial statements, without prejudice to the activities of the Fiscal Council;
XX - approve management’s
reports and internal controls, as well as those of the Board of Executive Officers;
XXI - select and dismiss the independent
auditors and also select and dismiss the financial institution which will be responsible for the custody of Eletrobras’ shares
in deposit accounts, in the name of their respective owner, in book entry form, without the issuance of certificates, according
to the 1st paragraph of article 8 hereof;
XXII – deliberate on the appointment
and dismissal of holders of the Internal Audit, after approval of the Office of the Federal Controller General, Ombudsman’s
Office, and Governance Office;
XXIII - deliberate on the assignments
and operations of the Internal Audit, Ombudsman’s Office, and Governance Office;
XXIV – deliberate on the proposals
for implementation of remedial measures, or those connected to the improvement of procedures and routines, as a result of the analysis
of the statements received by the Ombudsman’s Office;
XXV - request periodical internal
audit about the activities of the entity of supplementary social security that manages the plan of company’s benefits;
XXVI - establish the fundamental
guidelines of the administrative organization of Eletrobras;
XXVII - select, abiding by the requirements
of the Policy of Appointments in force, the Eletrobras’ representatives in the management of either subsidiaries or not,
associations and foundations, in which it participates, being appointed for those functions, preferably, company’s employees
or from subsidiaries;
XXVIII – prepare, change and
approve its Internal Rules, observing the rules on composition and competence set forth in these Bylaws and in the current legal
norms;
XXIX - decide on the declaration
of interim dividends and on the payment of interest on capital, at the proposal of the Board of Executive Officers, in accordance
with the provisions of art. 47, item XIII, hereof;
XXX - grant vacation or leave to
the Chief Executive Officer;
XXXI – approve the personal
regulation and establish the number of functions of trust of the top management of Eletrobras, pursuant to item II of art. 62 hereof,
as well as those of the controlled companies;
XXXII – approve the maximum
quantity of personnel and the performance of competitive civil-service examination for Eletrobras and controlled companies;
XXXIII - approve the Strategic Planning
and Master Plan of Business and Management, and amendments;
XXXIV – approve the annual
budget of Eletrobras and controlled companies, which shall be prepared to meet the Strategic Planning and Master Plan of Business
and Management of each company;
XXXV - approve the signing of the
Corporate Performance Goals - CMDE, through which the controlled companies of Eletrobras undertake to comply with the strategic
guidelines defined therein, in order to meet the goals and outcomes established by the parent, as well as the policy of consequences
applied to Eletrobras and its controlled companies, following up its effective fulfillment;
XXXVI – approve the policies
and guidelines on the transactions and executions of electric power purchase contracts of Eletrobras and its controlled companies,
as well as its statements regarding lawsuits in the Electricity market, following the provisions under Item V of this article;
XXXVII – approve the investment
projects of Eletrobras and its controlled companies, according to the applicable Policy of Responsibilities;
XXXVIII – approve the policy
of transactions with related parties, in compliance with the requirements of competitiveness, compliance, transparency, equity
and interchangeability, which shall be reviewed at least annually;
XXXIX – assess the performance,
either individual or collective, at least once a year, of the directors and members of the Committees, under the terms of the applicable
laws;
XL - decide on the creation, operation,
and termination, according to the Bylaws, of Committees to Support the Board of Directors for further discussion of strategic studies,
as well as to elect and dismiss its members, in accordance with the applicable laws;
XLI – approve a Policy of
Appointment that establishes the minimum requirement for appointment of the members of the Board of Directors, Fiscal Council and
Board of Executive Officers, at the companies where Eletrobras and controlled companies participate, in addition to foundations,
associations and pension funds;
XLII - establish the policy of disclosure
of information of Eletrobras;
XLIII - approve and inspect the
fulfillment of targets and specific results to be met by the members of the Board of Executive Officers;
XLIV - carry out annual analysis
with respect to the fulfillment of targets and outcomes under the Master Plan of Business and Management and Strategic Plan, and
should publish its conclusions and report them to the Audit Court (Tribunal das Contas da União) and the House of Representatives
and the Senate (Congresso Nacional), under the terms of the applicable laws;
XLV - discuss, approve and follow
up the decisions that underlie corporate governance practices, relationship with stakeholders, policy of management of people and
code of conduct of agents under the scope of Eletrobras and the respective guidelines of its controlled companies;
XLVI – approve the policy
of responsibilities;
XLVII – make clear its position
on the proposals to be subject to deliberation of shareholders under a meeting;
XLVIII - approve the Policies of
Compliance and Management of risks, Dividends, and Shareholdings, as well as other general policies of the company;
XLIX - undersign the Annual Letter,
stating the commitments to meet goals of public policies;
L - approve the Regulation governing
competitive bidding;
LI- state its position about the
report submitted by the Executive Board of Officers resulting from the internal audit on the activities of the entity of supplementary
social security;
LII- state its position about the
compensation of the members of the Executive Board and the participation in the company’s profit;
LIII - authorize the establishment
of subsidiaries, as well as the acquisition of minority interest in the company; and
LIV - establish policy of spokespersons
aiming at eliminating the risk of contradiction between information from several areas and those of the executives of the company;
and
LV - to decide on cases not provided
for in these Bylaws.
§ 1 The quantities of positions
of trust of the higher administration of Eletrobras and the maximum amount of personnel, approved by the Board of Directors, under
the terms of Items XXXI and XXXII of this article, shall be subject, under the terms of the law, to the approval of the Office
of Coordination and Governance of the State-owned Companies – SEST.
§ 2 The obligation of the publication
referred to under Item XLIV shall not be imposed with regard to information of strategic nature that, if disclosed, may jeopardize
the interest of the company.
§ 3 The minutes of meetings
of the Board of Directors of Eletrobras will be filed with the Trade Registration (Registro do Comércio) and the minutes
containing decisions having effects on third parties will be published.
Art 37. The Board of Directors,
in each fiscal year, shall submit, to the decision of the Ordinary Shareholders’ Meeting, the management report, and the
financial statements, as well as the proposal for the distribution of dividends and the application of surplus values, attaching
its opinion and the opinion of the Fiscal Council, pursuant to item XIII of art. 47, and the certificate of the independent auditors.
Art 38. In the event of a vacancy
in the office of Chairman of the Board of Directors, a substitute shall be elected, in the first meeting of the Board of Directors,
remaining in the office until the next General Meeting.
Art 39. In the event of a vacancy
in the office of a director, the substitute shall be appointed by the remaining directors and shall act until the first General
Meeting, according to article 150 of Law 6,404 of 1976.
Sole paragraph. The chosen director
shall finish the mandate of the replaced director.
Art 40. The Board of Directors shall
rely on the support of the Audit and Risk Committee and the Committee of Management, People and Eligibility.
§ 1 The committees referred
to in the head provision of this Art shall have its operating rules established under their respective bylaws, according to Law
13,303/16 and other applicable laws.
§ 2 The assignments of the
Audit and Risk Committee that are in charge of the Audit Committee, as provided for under Law 13,303/16 and its regulation, may
cover the subsidiaries of Eletrobras.
§ 3 The Audit and Risk Committee,
which is permanent, shall consist of at least 3 members and a maximum of 5 members, and shall observe the conditions imposed by
applicable national and foreign laws and regulations, including the provisions of the Sarbanes-Oxley Act and the rules issued by
the Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE").
§ 4 The compensation of the
Audit and Risk Committee shall be set at a Shareholders’ Meeting at an amount not smaller than the compensation of the fiscal
board members.
§ 5 The members of the Board
of Directors which hold a position in the Audit and Risk Committee of the company shall decide whether or not a compensation will
be established for members of such Committee.
§ 6 The assignments of the
Committee of Management, People and Eligibility which are charged with the Eligibility Committee and provided for under Law 13,303/16
and its regulation, may cover the companies where Eletrobras is direct and indirect participant.
Art 41. In addition to the committees
referred to in the previous article, the Board of Directors may create other committees to support decision-making, under the terms
of Item XL of Art 36.
Sole paragraph. The rules for the
function of the committees referred to in the head provision of this article shall be established in their own internal rules,
without prejudice to the applicable laws.
CHAPTER VII
The Board of Executive Officers
Art 42. The Board of Executive Officers
shall be composed of the President and up to 06 (six) officers, with the minimum of 03 (three) members, all of them elected by
the Board of Directors, with a unified management term of 2 (two) years, with a maximum of 3 (three) consecutive renewals being
permitted.
Sole paragraph. The Chief Executive
Officer – CEO of Eletrobras will be chosen from among the members of the Board of Directors. The same person cannot occupy
the position of CEO of the company and Chairman of the Board of Directors.
Art 43. The general management of
Eletrobras shall be incumbent upon the Board of Executive Officers, in accordance with the guidelines established by Board of Directors.
§ 1 The Chief Executive Officer
and executive officers may not exercise management, administrative or consulting functions at private sector companies, electric
energy public concessionaires or em private companies that are in any way connected to the electricity sector, except in subsidiaries,
controlled companies, specific purpose entities and concessionaires under control of the states in which Eletrobras holds a participation,
where they can hold positions on the board of directors and fiscal council, subject to the provisions of Law No. 9,292 of July
12, 1996 regarding the right to receive compensation.
§ 2 A condition precedent for
the investiture in an executive board office is the undertaking of commitment with specific goals and results, which shall be accomplished
as approved by the Board of Directors.
Art 44. The members of the Board
of Executive Officers cannot be absent from their office for more than thirty consecutive days, except in the case of holidays
or leave of absence, as well as in the cases authorized by the Board of Directors, under penalty of removal from their office.
§ 1 The granting of vacation
or leave of absence for up to 30 (thirty) days to the executive officers will be subject to approval by the Board of Executive
Officers, except as provided in item XXX of art. 36 hereof.
§ 2 In the case of temporary
incapacity, leave, or holidays of any member of the Board of Executive Officers, his substitute shall take over in accordance with
the procedure established by the other members, provided, however, that such substitute is not a member of this Board, except for
the CEO, whose substitute shall be appointed among the other officers by the Board of Directors.
§ 3 If a vacancy definitively
occurs in the Board of Executive Officers, the same criteria from the previous paragraph shall be applied in order to replace the
executive officer who will resign from the company, until the next Board of Directors of Eletrobras meeting appoints a substitute
to occupy the vacant office during the remaining term of office of the substituted member.
Art 45. The Chief Compliance Officer
shall be chosen by means of a list of three applicants, defined by a company specializing in the selection of executives.
§ 1 The integrity area may
report directly to the Board of Directors in situations in which there is alleged involvement of the company’s CEO in irregularities
or when he fails to take the necessary measures with respect to the situation reported.
§ 2 In the situations referred
to in the previous paragraph, the subject shall be addressed without the presence of the company’s CEO.
Art 46. The Board of Executive Officers
shall not be allowed to perform the activities standing as conflict of interest, abiding by the manner and term established in
the applicable laws.
§ 1 After the term of office,
a former member of the Board of Executive Officers who is impeded may receive an indemnity equivalent to the fee set per month
for the position he held, abiding by the paragraphs 2 and 3 of this article.
§ 2 An impediment shall depend
on the positioning by the Commission of Public Ethics of the Presidency of the Republic.
§ 3 A compensation will not
be owed to a former member of the Board of Executive Officers who returns before the impediment and takes up the duties in the
public or private administration office he was assigned before his investiture, provided that there is no conflict of interests.
Art 47. The Board of Executive Officers,
in the exercise of its rights and duties shall, specifically:
I – prepare and submit, to
the Board of Directors, the fundamental guidelines of administrative organization of Eletrobras, as well as approve the referral
of other subjects under the jurisdiction of the mentioned Board;
II – submit, until the last
shareholders’ meeting of the Board of Directors of the previous year, the master plan of business and management for the
next annual year, as well as the long-term strategy adjusted with the analysis of risks and opportunities for, at least, the next
5 (five) years;
III - manage Eletrobras, take all
adequate measures necessary for the faithful execution of guidelines and directives of the Board of Directors and, except for the
cases of mandatory submission to the Board of Directors, decide on acts and approve contracts in accordance with the applicable
policy of responsibilities, including, among them, but not limited, the granting of financings for electric energy public utility
companies under its control, and the entry into loans in Brazil or abroad;
IV - establish administrative, technical,
financial and accounting rules for Eletrobras;
V - prepare the budgets of Eletrobras,
to meet the strategic plan and the multiannual plan of business and investments;
VI - approve changes in the organizational
structure of management boards and those of its controlled companies of Eletrobras, including, for the latter, the creation, termination
and operation of committees which are linked to it;
VII - submit to the Board of Directors
for approval proposals about the plans that provide for the admission, career, access, benefits and discipline of the employees
of Eletrobras;
VIII - approve the names indicated
by the executive officers to occupy places directly under their control;
IX - issue an opinion in the case
of admission, praise, sanction, transfer and dismissal of employees directly subordinated to the executive officers;
X - delegate authority to executive
officers for individual decisions on matters included within the scope of the functions of the Board of Executive Officers;
XI - delegate powers to executive
officers and employees for the approval of expenses, establishing limits and conditions;
XII – authorize, in accordance
with the applicable legislation, that Eletrobras employees leave the country in order to performing technical activities or professional
development essential to its institutional mission;
XIII - prepare, in each fiscal year,
a Management Report, financials, a proposal for allotment of dividends and the payment of interest on own capital and investment
of surplus, to be submitted for the review of the Board of Directors, the Fiscal Council, and the Audit and Risk Committee, and
for the review and decision of the General Meeting;
XIV - prepare plans for the issuance
of debentures, for the review of the Board of Directors of Eletrobras, which shall decide about them or submit them to the General
Meeting, as the case may be;
XV - control the activities of subsidiaries
and controlled companies;
XVI - appoint representatives of
Eletrobras for Meetings of companies in which it participates as shareholder, and associations where it is a member, issuing instructions
for their performance;
XVII – approve the trading
of rights on the results of research, development and innovation of their controlled companies, connected to the electricity industry;
XVIII - establish a guideline for
the vote of all companies controlled by Eletrobras at Meetings of the Electric Power Trading Chamber – CCEE;
XIX – deliberate on the purchase,
sale or burdening of real estate and personal property, in accordance with the sums established in the applicable policy of responsibilities;
XX – prepare, change and approve
its Internal Rules;
XXI - inspect and follow up business
companies, including Special Purpose Enterprises - SPEs, wherein it holds shareholding participation, with respect to the governance
practices, the results submitted and the control, proportionally to the relevance, materiality and risks for the business.
CHAPTER VIII
Duties of the Chief Executive
Officer and Executive Officers
Art 48. Without prejudice to the
other assignments of the Board of Executive Officers, the company’s Chief Executive Officer shall:
I - carry out the preparation, management
and follow-up of the Strategic Planning and Master Plan of Business and Management of Eletrobras’ companies;
II - carry out the management of
performance, sustainability and business development;
III - represent Eletrobras in and
out of court, before other companies, shareholders or the public in general, being entitled to assign such powers to any executive
officer, as well as appoint representatives, attorneys, agents or proxies;
IV - to preside over the General
Meetings;
V - to hire and dismiss employees;
VI - to formalize the appointments
approved by the Board of Executive Officers;
VII - develop the relationship policy
of the Holding and companies of Eletrobras with the society in general and coordinate the press activities, internal communications,
events, advertising, sponsoring and ceremonies;
VIII - together with another executive
officer, to manage the funds of Eletrobras and sign deeds and contracts, which may be delegated to other executive officers and
employees or attorneys of Eletrobras, with the approval of the Board of Executive Officers;
IX - ratify, in accordance with
applicable legislation, the act of an entity member of the Eletrobras System deciding on the removal of its respective employees
except as provided for in Art 47, item XII, hereof;
X – appoint the electoral
commission in order to organize the election of the employee representative on the Board of Directors and declare the winning candidate
and communicate the result to the controlling shareholder to adopt the necessary action to designate the employees' representative
on the Board of Directors; and
XI – perform other assignments
that may be established by the Board of Directors.
Art 49. The assignments of
the other Officers, without prejudice of the other activities assigned to them by the Board of Directors, shall be as follows:
§ 1 The Chief Generation
Officer shall have to:
I. carry out the prospection,
assessment and development of energy supply expansion projects;
II. set guidelines on the
energy trading business and coordinate the participation of Eletrobras companies in energy auctions;
III. set guidelines to the
programs of maintenance and for the follow-up of the operating performance of power units; and
IV. coordinate the activities
connected to the sector regulation of the business of generation, trading of power and energy efficiency.
§ 2 The Chief Transmission
Officer shall have to:
I. analyze the opportunities
of new transmission business;
II. carry out programs of
investment and implementation of transmission projects of interest of Eletrobras;
III. set the guidelines and
monitor the operating performance and the maintenance programs of transmission, under the scope of Eletrobras companies; and
IV. carry out activities connected
to the electric energy sector regulation, under the scope of the Holding and Eletrobras companies.
§ 3 The Distribution
Officer shall have to:
I. align the management of
the Distribution companies to the Strategic Planning of Eletrobras companies;
II. follow up the policies,
strategies, planning, technical and commercial services and results of the Distribution companies;
III. define and follow up
economic, financial, and commercial and operating indicators of the Distribution companies; and
IV. promote the technical
and institutional relationship with government agencies and Associations, relating to affairs of the sector’s regulation
of electric energy distribution operations.
§ 4 The Compliance Officer
shall have to:
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I.
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ensure the compliance
with proceedings and mitigation of risks in the activities of the Holding and Eletrobras’ company, including fraud and bribery,
ensuring the abidance by the laws, standards, rules and regulations internal or external to the Company, and ensure the fulfillment
of the compliance requirements under Law 13,303/2016;
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II.
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apply internal mechanisms
and procedures to ensure integrity, as provided for in the Decree 8,420/15, which allow spotting and correcting any deviations,
frauds, irregularities, as well as encouraging internal whistleblowing of irregularities;
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III.
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sport, assess, treat,
follow up and report avoidable operating loss for a better management of the risks inherent to the main processes of Eletrobras’
companies, extending the accountability of the concerned parties; and
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IV.
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supply the Board of Directors,
the Audit and Risk Committee, and the Board of Executive Officers with independent, unbiased and timely assessments on the effectiveness
of the management of risks, appropriateness of the internal controls and fulfillment of the standards and regulations associated
with the operations of Eletrobras’ companies, especially those connected to the risks found in the anticorruption practices
of the Company.
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§ 5 Chief Financial Officer
and Investor Relations Officer shall have to:
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I.
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carry out the economic and financial, tax and fiscal
planning and control of Eletrobras;
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II.
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carry out the accounting control and statement of economic
and financial results;
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III.
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carry out the economic and financial analysis of investments
and divestments; and
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IV.
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carry out the corporate, economic and financial management
of interests, including Specific Purpose Enterprises.
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§ 6 The Legal and Corporate
Management Officer shall have to:
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I.
|
undertake to be legal representatives of Eletrobras,
before court and out of court, and in internal legal consulting;
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II.
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carry out people management practices;
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III.
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provide the goods and services infrastructure and supply;
and
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IV.
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provide the resources of Information Technology and
Data and Voice.
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CHAPTER IX
Fiscal Council
Art 50. The Fiscal Council is held
permanently and is composed of 5 (five) effective members, and their respective substitutes, elected by the General Meeting, and
all of its members have to be Brazilian citizens and residents, either shareholders or not, with term of office of 02 (two) years,
and there may be 02 (two) reappointments at the most, and shall include as follows:
I – 01 (one) member and the respective
substitute appointed by the Ministry of Economy, as representative of the National Treasury, which shall be a public servant with
permanent office at the federal government;
II – 02 (two) members and
the respective substitutes elected by the controlling shareholder;
III – 01 (one) member and
the respective substitute elected by the minority shareholders; and
IV - 01 (one) member and the respective
substitute elected by the holders of preferred shares.
§ 1. The members and respective
substitutes of the Fiscal Council appointed under the terms of Items III and IV of this Art shall be elected in separate voting.
§ 2 In the period provided
for in the head provision of this article, any prior periods of office that occurred less than 2 (two) years ago shall be taken
into consideration.
§ 3 After the maximum period
provided for in the head provision of this article, the member of the Fiscal Council can only return after a period equivalent
to a term of office.
Art 51. The investiture into the
office of Eletrobras’ Fiscal Concil Member shall follow the conditions imposed under the applicable laws, as well as those
under the Policy of Appointment of Eletrobras companies.
§ 1 Whenever the Policy of
Appointment intends to impose requirements additional to those established under the applicable laws onto the Eletrobras’
Fiscal Directors, such requirements shall be forwarded for deliberation of the shareholders, at a General Meeting.
§ 2 The members of the Fiscal
Council shall be invested in their positions, independently of the signing of the term of office, since their respective election.
§ 3 Each fiscal director shall,
before entering and leaving office, submit a statement of assets to the company, the Public Ethics Committee of the Presidency
of the Republic – CEP/PR and the Audit Court.
§ 4 The monthly compensation
owed to the members of the Fiscal Council shall surpass ten percent of the average monthly compensation of officers, except for
the amounts connected to the vacation premium and benefits, and the payment of interest in the company’s profit and compensation
at an amount higher than that paid to directors is hereby forbidden.
§ 5 The fiscal council members
shall participate in the inauguration and annually, in the specific training on corporate and capitals market laws, disclosure
of information, internal control, code of conduct, Law 12,846/2013, and other subjects connected to the activities of Eletrobras.
§ 6 The reinstatement of a
fiscal director that has not participated in an annual training provided by the company of the past two years is hereby forbidden.
§ 7 The members of the Fiscal
Council shall perform their duties, which are non- transferable, in the exclusive interest of the company, and it is considered
abusive to perform such duty with the objective of causing damage to the company, or to its shareholders or managers, or to obtain,
for themselves or others, advantage to which they are not entitled, or which might result in loss to the company, to its shareholders
or managers.
§ 8 The Fiscal Council shall
have to engage insurance under the terms of paragraphs 1 and 4 of article 29 hereof.
§ 9 The members of the Fiscal
Council shall apply the limitations set forth in the caput and sole paragraph of Article 31 of these bylaws.
Art 52. The members of the Fiscal
Council, in their first meeting, shall elect their Chairman, who shall forward to the company the deliberation of the council for
fulfillment, with due registration on the book of minutes and Opinions of the Fiscal Council.
§ 1 In the event of a vacancy,
resignation, impeachment or unjustifiable absence at two consecutive meetings or three non-continuous meetings, over the last 12
(twelve) meetings, the member of the Fiscal Council shall be replaced, until the end of the term, by the respective substitute,
who shall receive the due compensation.
§ 2 The members of the Fiscal
Council shall have its commuting and lodging expenses reimbursed whenever they reside out of the city of meeting, and only the
commuting when they reside in the city.
Art 53. In the exercise of the duties
appurtenant to the Fiscal Council, without prejudice to the assignments provided for in the applicable laws:
I - to supervise, through any of
its members, the acts taken by any of the managers and to check the accomplishments of their legal and statutory duties;
II - to issue an opinion on the
annual management’s report, providing evidence in the report of all information deemed necessary or useful for deliberation
by the General Meeting;
III - to issue an opinion on the
proposals from the management bodies, to be presented to the General Meeting, regarding alteration in the share capital, issue
of debentures or subscription bonds, investment plans or capital budget, distribution of dividends, transfer, incorporation, merger
or split;
IV - to expose, through any of its
members, to the management bodies, and in the event that they do not take the necessary measures on behalf of Eletrobras’
interests, to the General Meeting, the mistakes, frauds or crimes they might discover, and to suggest useful measures;
V - to call an Ordinary General
Meeting, in the event that the management bodies delay for more than a month such convocation, and an Extraordinary General Meeting,
whenever ground or urgent reasons occur, including in the agenda of General Meeting the subject they consider most necessary;
VI - to analyze, at least quarterly,
the balance sheet and other financial statements, produced on a regular basis by Eletrobras;
VII - examine the financial statements
for the fiscal year and issue an opinion on them;
VIII - to perform the duties established
in items I to VII in the event of liquidation of Eletrobras.
IX – examine the Annual Report
of Activities of the Internal Audit – RAINT and the Annual Plan of Internal Audit – PAINT;
X - carry out the appraisal of the
performance of its members and the Fiscal Council as a board, at least once a year, under the terms of the applicable laws;
XI – prepare, change and approve
its Internal Rules;
XII – follow up the asset,
financial and budgetary performance, thus reviewing books and any other documents, as well as requesting information; and
XIII – inspect the fulfillment
of the limit of participation of Eletrobras in the payment of health care and supplemental social security benefits.
§ 1 The management bodies have
the obligation to provide, in writing, to the members of the Fiscal Council, in the exercise of their duties, within days, copies
of the minutes of the meetings
and, within fifteen days of their
receipt, copies of balance sheet and financial statements published regularly and the report on the execution of the budgets.
§ 2 The members of the Fiscal
Council will attend meetings of the Board of Directors and the Board of Executive Officers of Eletrobras, at which subjects on
which they might opine (items II, III and VII, from this article) are discussed.
Art 54. The Fiscal Council will
meet ordinarily once a month, and extraordinarily, whenever called by the Chairman of the Board.
Sole paragraph. The Fiscal Council
will hold a meeting with a minimum of three members, and the approval of matters subject to their decision requires the vote of
at least three of its members.
CHAPTER X
Fiscal Year and Financial Statements
Art 55. The fiscal year shall coincide
with the calendar year, beginning on January 1 and ending on December 31st of each year and the financial statements will comply
with the precepts of Law 3,890-A, 1961, the federal legislation on electricity, the law on joint stock companies and these Bylaws.
§ 1 In each business year,
there shall be a mandatory distribution of dividends corresponding to at least twenty-five percent of the net profit, adjusted
in accordance with applicable laws, and abiding by the Dividend Distribution Policy.
§ 2. The amount of dividends
and interest paid or credited as remuneration for shareholders' equity, due to shareholders, shall be subject to financial charges,
from the end of the fiscal year up to the day of effective payment, plus interest if such payment is not made on the date determined
by the General Meeting.
§ 3 The amount of interest
paid or credited, by way of interest on own capital, pursuant to Section 9, 7th Paragraph of Law 9,249 of December 26, 1995 and
the applicable laws and regulations, may be charged to the holders of common shares and to the minimum annual dividend for the
preferred shares, including such amount in the aggregate amount of the dividend distributed by Eletrobras for all legal effects.
Art.56. Each year, besides the legal
reserve, the General Meeting shall make the following allocations, calculated on that business year's net profit:
I - one per cent for a study and
project reserve, intended for technical and economic viability studies for the electric energy sector, the accumulated balance
of which may never exceed two per cent of the paid-up share capital; and
II - fifty per cent for an investment
reserve fund, intended for investments in electric energy utilities, the accumulated balance of which may never exceed seventy-five
per cent of the paid-up share capital.
Art.57. Every year, the General
Meeting shall allocate a sum equivalent to not more than one per cent of the net profit of the respective business year, subject
to the limit of one per cent of the paid-up share capital, for social welfare assistance to its employees, according to plans approved
by the Board of Executive Officers.
Art.58. Every year Eletrobras shall
allocate and include in its budget, resources amounting to at least point five per cent of the share capital paid-up at the time
of the close of the immediately preceding business year, for the development of technological programs.
Art.59. The right to receive a dividend
shall become prescribed after three years and any dividend not claimed by that time shall revert to Eletrobras.
CHAPTER XI
Employees
Art 60. The positions of holders
of the Internal Audit, Ombudsman and Governance Office shall be exercised by employees of the staff of Eletrobras or its companies.
Art.61. The provisions of the applicable
labor laws of Law 3,890-A, 1961 and these Bylaws will apply to the employees of Eletrobras and its subsidiaries, associates and
controlled companies, where applicable.
Art.62. The labor force of Eletrobras
will be composed of:
I - personnel admitted to permanent
career functions, through a selection process consisting of tests, or of titles or tests;
II - holders of positions of trust
of the higher administration, the amount of holders will be determined by the Board of Directors, according to the provisions of
item XXXI of art. 36 hereof; and
III - personnel hired through temporary
contracts, in accordance with the applicable laws.
§ 1 The positions of trust
of the higher administration and the power and responsibilities of their positions will be defined in the offices and salary plan
of Eletrobras.
§ 2 The functions referred
to in § 1 might, in exceptional cases, and at the discretion of the Board of Directors, be assigned to technicians or specialists
that are not part of the permanent staff of the company.
§ 3 The holders of the positions
of trust that carry out management duties, thus generating salary advantages not provided for or in noncompliance with the provisions
of the employment contracts, staffing and compensation plan, collective bargaining agreement, or the applicable laws, shall be
held liable for the damage caused to the company, with prejudice to the penalties established in the Code of Ethics and Conduct
of Eletrobras Companies.
Art.63. After the close of each
fiscal year of Eletrobras and after the deduction of accumulated losses and the provision for income tax, the employees shall be
entitled to a share in the profits and results, in accordance with the terms of the employment contracts and conventions, signed
by Eletrobras, and specific guidelines determined by the Office of Coordination and Governance of the State-owned Companies.
Art.64. Eletrobras shall provide
social welfare assistance to its employees, through Fundação Eletrobras de Seguridade Social – ELETROS (the
ELETROBRAS Social Security Foundation) in compliance with the stipulations of the Board of Executive Officers.
CHAPTER XII
General Provisions
Art.65. Eletrobras, through its
management, is obliged to provide information to the Minister of Mines and Energy, for scrutiny from the Federal Government, and
the Audit Court (Tribunal das Contas da União) and the House of Representatives and the Senate (Congresso Nacional),
through the Ministry of Mines and Energy.
Sole paragraph. The Chief Executive
Officer, when called, must appear in person before any of the committees of any of the two houses of the Congress, to clarify information
about any subject about which he was previously informed, and he may be dismissed from his function, in case he does not justify
his failure to attend.
Art.66. Eletrobras may enter into
contracts with the Federal Government, directly or through companies in which it participates, for the execution of works and services,
for which special financial resources were allocated.
§ 1 The installations constructed
in accordance with this article may, if the Federal Government so decides, be incorporated into Eletrobras or its subsidiaries,
provided that, in the respective operation, the legal regime of the service is observed along with the costs.
§ 2 As long as the provision
in the previous paragraph has not been complied with, the installations mentioned in this article may be operated by Eletrobras
or its subsidiaries, under an agreement entered into with the Federal Government.
Art.67. The Board of Executive Officers
shall, following approval from the Minister of Mines and Energy, publish the following in the Official Gazette:
I - the regulation governing competitive
bidding;
II - personnel regulations, including
the rights and duties vested in employees, discipline system and the proceedings for verification of responsibility;
III - the names of members of staff
with indication, in three columns, of the total number of employees, the number of positions occupied and vacant positions, according
to career or category as of June 30 and December 31 each year; and
IV - a plan for wages, benefits,
fringe benefits and any other portions making up the remuneration of its employees.
Art 68. The Internal Audit, Ombudsman
and the Secretariat of Governance will be directly linked to the Board of Directors.
CHAPTER XIII
Transitional Provisions
Art 69. The installation and operation
of the Audit and Risk Committee provided for in Art 40 of these Bylaws shall occur until 06/30/2018.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date:
August 6, 2020
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
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By:
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/S/ Elvira Baracuhy Cavalcanti Presta
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Elvira Baracuhy Cavalcanti Presta
CFO and Investor Relations Officer
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FORWARD-LOOKING
STATEMENTS
This
press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based
on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial
results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company,
are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation
of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors
or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements
reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the
expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general
economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause
actual results to differ materially from current expectations.
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