Special listing segments of B3 – Bovespa Mais, Bovespa Mais Nível 2, Novo Mercado, Nível 2 and Nível 1 - were created when we realized that, in order to develop the Brazilian capital market, we would need to have segments suited to different company profiles.
All these segments are bound by rules of corporate governance. These rules go beyond the obligations that companies have according to the Brazilian Corporations Law (Lei das S.As.) and are intended to improve the assessment of those companies who decide to join one of these segments voluntarily.
Moreover, such rules attract investors. Ensuring shareholders rights and guarantees, as well as establishing the dissemination of more complete information for market players, the listing segments aim to mitigate risks related to informational asymmetries.
To access Bovespa Mais, Bovespa Mais Nível 2, Novo Mercado, Nível 2 and Nível 1 regulations, please visit each listing segment’s page. B3 also has the Basic Segment that does not contain corporate governance rules. To compare the differences between the segments, see the following chart.
| Bovespa Mais | Bovespa Mais Nível 2 | Novo Mercado (from 01/02/2018) |
Nível 2 | Nível 1 | Basic | ||
| Share Capital |
Only common shares |
Common and preferred shares |
Only common shares |
Common and preferred shares (with additional rights) |
Common and preferred shares (as per legislation) |
Common and preferred shares (as per legislation) |
|
|
Minimum percentage of outstanding shares (free float) |
25% until the 7th year of listing |
25% until the 7th year of listing |
25% or 15%, if the ADTV (Average Daily Trading Volume) is above R$ 25 million |
25% |
25% |
There is no specific regulation |
|
|
Public offering of shares |
There is no specific regulation |
There is no specific regulation |
Share dispersion efforts, except for offers pursuant to CVM’s Instruction 476 |
Share dispersion efforts |
Share dispersion efforts |
There is no specific regulation |
|
|
Prohibition to statutory provisions |
Qualified quorum and "immutable clauses" |
Qualified quorum and "immutable clauses" |
Voting limitation of less than 5% of the voting capital, qualified quorum and "immutable clauses" |
Voting limitation of less than 5% of the voting capital, qualified quorum and "immutable clauses" |
There is no specific regulation |
There is no specific regulation |
|
|
Composition of the Board of Directors |
Minimum of 3 members (according to law), with unified term of up to 2 years |
Minimum of 3 members (according to law), with unified term of up to 2 years |
Minimum of 3 members (pursuant to Brazilian Corporations Law), of which at least 2 or 20% (whichever is greater) must be independent with unified term of up to 2 years |
Minimum of 5 members, of which at least 20% must be independent with unified term of up to 2 years |
Minimum of 3 members (pursuant to Brazilian Corporations Law), with unified term of up to 2 years |
Minimum of 3 members (pursuant to Brazilian Corporations Law). |
|
|
Prohibition of cumulation of positions |
There is no specific regulation |
There is no specific regulation |
Chairman of the Board of Directors and Chief Executive Officer or Main Officer by the same person. In case of vacancy that results in cumulation of positions, it is obligatory the disclosure of certain information and the compliance with a deadline to the regularization |
Chairman of the Board of Directors and Chief Executive Officer or Main Officer by the same person (a grace period of 3 years from accession) |
Chairman of the Board of Directors and Chief Executive Officer or Main Officer by the same person (a grace period of 3 years from accession) |
There is no specific regulation |
|
|
Board of Directors’ duties |
There is no specific regulation |
There is no specific regulation |
Statement on any public tender offer for the acquisition of shares issued by the company (with minimum requirements, including alternatives to the tender offer available on the market) |
Statement on any public tender offer for the acquisition of shares issued by the company (with minimum requirements) |
There is no specific regulation |
There is no specific regulation |
|
|
Financial Statements |
As per legislation in force |
As per legislation in force |
As per legislation in force |
Translated into English |
As per legislation in force |
As per legislation in force |
|
|
Disclosure in English simultaneously with the disclosure in Portuguese |
There is no specific regulation |
There is no specific regulation |
Material Information or Benefit distribution information (Notice to Shareholders or Notice to the market) and results press releases |
There is no specific regulation besides the financial statements (see item above) |
There is no specific regulation |
There is no specific regulation |
|
|
Annual public meeting |
Optional |
Optional |
Public meeting (in-person or by any other means that allow remote participation) must be hold until 5 business days after the disclosure of the quarterly and annual financial statements about the information disclosed |
Mandatory (in-person) |
Mandatory (in-person) |
Optional |
|
|
Calendar of corporate events |
Mandatory |
Mandatory |
Mandatory |
Mandatory |
Mandatory |
Optional |
|
|
Disclosure of additional information |
Securities trading policy |
Securities trading policy |
Internal regulations of the Board of Directors, its Advisory Committees and the Fiscal Council (if there is one) Code of Conduct (with minimum requirements) The following policies with minimum requirements (except the Compensation Policy): (i) Compensation Policy; (ii) Nomination Policy of the Board of Directors, Advisory Committees and Executive Management Board; (iii) Risk Management Policy; (iv) Related Party Transaction Policy; (v) Securities Trading Policy Disclosure of: (i) annual report of the statutory audit committee covering the points contained on the Regulation; (ii) quarterly minutes of the Board of Director’s meetings, informing the report by the non-statutory audit committee |
Securities negotiation policy and code of conduct |
Securities negotiation policy and code of conduct |
There is no regulation |
|
|
Tag-along rights |
100% for common shares |
100% for common and preferred shares |
100% for common shares |
100% for common and preferred shares |
80% for common shares (as per legislation) |
80% for common shares (as per legislation) |
|
|
Delisting from the Segment/Public Tender Offer |
Compulsory Public Tender Offer, at least for the economic value, in case of registration canceling or segment exit, except if there is migration to Novo Mercado |
Compulsory Public Tender Offer, at least for the economic value, in case of registration canceling or segment exit, except if there is migration to Novo Mercado or Nível 2 |
Compulsory Public Tender Offer, at least for the fair price, with minimum acceptance quorum of 1/3 (or higher, as established in the bylaws) of the free float shareholders. |
Compulsory Public Tender Offer in case of registration canceling or segment exit |
Not applicable |
Not applicable |
|
|
Becoming a Member of the Market Arbitration Chamber |
Mandatory |
Mandatory |
Mandatory |
Mandatory |
Optional |
Optional |
|
|
Audit Committee |
Optional |
Optional |
Mandatory setting up of an audit committee or statutory audit committee in compliance with the requirements set forth in the Regulation |
Optional |
Optional |
Optional |
|
|
Internal Auditing |
Optional |
Optional |
Mandatory setting up of an auditing department in compliance with the requirements set forth in the Regulation |
Optional |
Optional |
Optional |
|
|
Compliance |
Optional |
Optional |
Mandatory setting up of a compliance, internal controls and corporate risks department. It is not allowed the accumulation of compliance and operational functions |
Optional |
Optional |
Optional |
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