|Why doesn´t your company disclose the shareholder agreement on its website?|
While a company's by-laws enforce rules that every partner must obey, the shareholder agreement regulates any individual interests that may exist in the company. Its consequences, however, are not restricted to the group of signatory partners to the agreement. This document is important to all shareholders and potential investors, as it disciplines such aspects as company control, the right to vote, director election and the distribution of profits and dividends.
Hence, the Brazilian Institute of Corporate Governance (IBGC) recommends that shareholder agreements on buying and selling interests, preemption, the right to vote and power of control should be available to all shareholders, both on the Brazilian Securities and Exchange Commission (CVM)'s and the company's own website.
In the opinion of Pedro Rudge, a partner in Leblon Equities, it is fundamental that investors read the shareholder agreement and analyze its clauses. Especially because, in Brazil, it's even more common to have blocks of shareholders that control companies through this instrument. "Transparent information disclosure indicates how the company relates to the financial community. More disclosure will only improve asset pricing", he emphasizes.
CVM Instruction 480/09, which recently created the Reference Forms, states that issuers listed under category A — i.e., authorized to trade any securities in regulated markets — must use the IPE System to submit their shareholder agreements and any other corporate covenants up to seven business days after they are filed at the company. It also establishes that any clause modification, term or condition deletion or execution of a new shareholder agreement will require resubmittal of the document to the autarchy.
In this month's Comply or Explain sample, comprised of the 80 companies with highest average daily turnover on the BM&FBovespa, 31 have shareholder agreements in place. From those, only five do not follow the IBGC recommendation on publishing the document on the company's website.
Klabin answered that "it makes the agreement publicly available through the CVM's webpage, as described in the law, and considers that enough visibility for this kind of document is provided through this channel". However, after CAPITAL ABERTO's queries, and concerned about improving its corporate governance practices, the company will publish its shareholder agreement on the company website.
Cosan states that it usually discloses all documents submitted to the CVM on its Investor Relations website and that "the shareholder agreement upload failure was a localized problem". It also stressed that measures had already been taken to publish the document on the company's website.