Cyrela adopts modern Corporate Governance practices, based on principles that privilege transparency and respect to all stakeholders. Business management, follow-up and accountability models are based on strict ethical principles, setting the bases for the maintenance of a long-term relationship with its investors.
Cyrela has voluntarily amended its Bylaws in order to adapt them to the Novo Mercado listing rules. On July 29, 2005, the Company entered into the Novo Mercado Agreement with BM&FBOVESPA, according to which it adhered to the Novo Mercado listing rules right after its IPO. This listing segment trades stocks of companies that voluntarily commit to adopting the following corporate governance and disclosure practices, in addition to those required by law:
- To have a capital stock consisting of common shares only;
- To grant all shareholders the tag along right in case of share control sale, and the control acquirer shall make a public tender offer for the acquisition of shares from the remaining shareholders, offering the same conditions and price paid for each share of the controlling stock;
- To ensure at least 25% of the total stock is available for trading;
- To adopt public offer procedures that favor the shareholding dispersion;
- To meet minimum standards for quarterly disclosure of information;
- To follow stricter disclosure policies with regard to trading of securities issued by the Company by the controlling shareholders, the board members and the executive officers;
- To provide shareholders with a calendar of corporate events;
- To limit the term of office of all members of its board of directors to a maximum of two years. The board shall consist of a minimum of five members, of which at least 20% shall be independent members;
- To prepare, as of the second fiscal year ended after the listing on the Novo Mercado, annual and quarterly financial statements in English, including statements of cash flow, in compliance with international accounting principles such as the USGAAP or the IFRS;
- To adopt the Market Arbitration Chamber regulations exclusively, pursuant to which the BOVESPA, the company, its shareholders, the management and the members of the company’s Fiscal Council, whenever instated, commit to solve by means of arbitration any and all disputes or controversies referring to the listing rules;
- To host, at least once a year, a public meeting with analysts and any other stakeholders in order to disclose information on its economic-financial condition, projects and outlook; and
- For the shares to be traded in segments other than the Novo Mercado following the company’s delisting from this segment, the controlling shareholder shall make a public tender offer for the acquisition of outstanding shares for at least the value ascertained according to an appraisal report prepared by an independent and specialized company.
Cyrela’s Management Structure
Pursuant to its Bylaws, Cyrela is managed by a Board of Directors and a Board of Executive Officers. The Bylaws also provide for the formation of a non-permanent Fiscal Council, consisting of three members and their respective deputies, be them shareholders or not, observing the legal requirements.
The Company’s management and all employees and service providers with access to insider information by virtue of their positions shall subscribe to Cyrela’s Disclosure Policy and keep material information yet to be disclosed to the public confidential.
Click here to read the Novo Mercado Listing Rules.