To be classified as a Companhia Nível 2, in addition to the obligations of Nível 1, the company and its controlling shareholders must adopt and observe a much broader range of corporate governance practices and minority shareholder rights. In brief, the criteria for listing as a Companhia Nível 2 are:
- Establishment of a two-year unified mandate for the entire Board of Directors, which must have five members at least, of which at least 20% (twenty percent) shall be Independent Members;
- Disclosure of annual balance sheet according to standards of the IFRS;
- In case majority shareholders sell their stake, same conditions granted to them must be extended to common shareholders, while preferred shareholders must get, at least, 100% of the value/conditions (tag along);
- Voting rights granted to preferred shares in circumstances such as incorporation, spin-off and merger and approval of contracts between the company and other firms of the same holding group, when deliberated at general meeting.
- Obligation to hold a tender offer by the economic value criteria, in case of delisting or deregistration process;
- Admission to the market arbitration panel for resolution of corporate disputes.
Regulation
