|New 202 will strengthen director responsibilities|
Now it’s for real. After more than five years in preparation, the draft of the new Instruction 202, which deals with the registration of companies for securities and exchange negotiation, is practically finalized, says Maria Helena Santana, president of the CVM (the Securities and Exchange Commission of Brazil). The statement was made during a debate held by the Center for Corporate Governance Studies (CEG) of Fipeca, at the end of October.
Many of the changes, says Santana, concern the release of information by the issuer. Elements such as risk factors, comments by directors on business performance, and the directors’ curriculum and payment will be need to be divulged with more detail.
“We are going to strengthen the responsibility of the directors in relation to the truthfulness and sufficiency of the information supplied, different from what happens with the 202 today, where the responsibility falls nearly entirely on the Investor Relations department,” Santana said, emphasizing that the draft will be taken to public hearing soon.
Among the plans to regulate the representation of shareholders in meetings (see previous note), the CVM will make another demand. “The meeting manual will no longer be an option but an obligation of all companies in relation to their shareholders,” highlighted the president of the organization. Popular in the United States – where they are known as proxy statements – the meeting manuals are the material supplied by companies to the shareholders, with detailed explanations of the topics to be approached at the meeting.