Embraer is a company with broadly distributed stock that is part of the special corporate governance segment of the São Paulo Stock Exchange (BM&FBovespa) called “Novo Mercado”, which lists organizations with the highest standards in corporate governance. We are also members of the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Governança Corporativa, IBGC), the Brazilian Association of Publicly-Traded Companies (Associação Brasileira das Companhias Abertas, ABRASCA), the Brazilian Institute of Investor Relations (Instituto Brasileiro de Relações com Investidores, IBRI), the National Investors’ Institute (Instituto Nacional de Investidores, INI), and recognized by National Quality Foundation (Fundação Nacional da Qualidade, FNQ) with the National Quality Award (Prêmio Nacional da Qualidade). Our renowned practices in sustainable management enable us to trade our shares on the New York Stock Exchange (NYSE), as well as in the portfolios of the Dow Jones Sustainability Index (DJSI) and the BM&FBovespa Corporate Sustainability Index (Índice de Sustentabilidade Empresarial, ISE).
The share dispersion model adopted by the Company has led to the expansion of voting rights to all shareholders, regardless of the type of shares they hold. They also all have the same rights guaranteed, by means of the tag along mechanism, if there should be a takeover offer for the company. There is, however, a special class of shares (golden shares), held by the Government, that guarantees it veto rights when it comes to certain strategic issues involving the company and the Brazilian state.
The company’s decisions are taken at General Meetings and, according to the By-Laws, they must be taken with a majority of votes coming from Brazilian shareholders, limiting foreign shareholders to a total of 40% of the votes present at meetings. The By-Laws also impose several conditions to prevent the concentration of shares or American Depositary Receipts (ADRs), such as prohibiting that any shareholder or group of shareholders has a vote at Meetings with a representation of more than 5% of the capital stock or that they should have a stake equal to or more than 35% of the company’s capital, except with the express authorization of the government and subject to a takeover bid.
The purpose of our corporate structure is to drive the management of our business by integrating our operations and customer satisfaction, always meeting the specific requirements of the countries where we have a presence. The governance structure is made up of the Board of Directors and its three advisory committees (Strategy Committee, Audit and Risk Committee and the Human Resources Committee), the Finance Committee and the Executive Board.
CODE OF ETHICS AND CONDUCT
The Embraer Code of Ethics and Conduct ensures the company’s commitment to the best accounting, corporate governance and transparency practices. Based on the company’s values and on the principles of the Global Pact, the document, available in Portuguese, English, French and Mandarin, is distributed to all our subsidiaries in Brazil and abroad at the time when employees are hired or promoted.
Our advanced Compliance Program has global coverage and reinforces the Company’s compliance practices, with a special focus on anti-corruption and export control issues. The Global Anti-Corruption Policy defines the guidelines and makes sure that our business is being carried out ethically and with integrity, in accordance with the Company Code of Ethics and Conduct and national and international anti-bribery laws. The document applies to all our employees, third-party intermediaries and Embraer business partners, including subsidiaries and affiliates around the world. Furthermore, we are active members of the Partnering Against Corruption Initiative of the World Economic Forum (PACI-WEF) and signatories to the Global Pact of the United Nations (UN).