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Brazil Board index 2016 1

2016

BrazilBoard Index

http://www.spencerstuart.com

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About Spencer StuArt boArd ServiceS

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Contents

1 introduction

3 Methodological Notes

4 About BM&FBDVESPA Requirements

5 boArd compoSition

5 New Directors

5 Gender Diversity

7 International Representation

8 Board Size

8 Average Age

9 Director Independence

10 Executive Director

10 Outside Board Service

10 Board Term Length

11 Combined Chairman and CEO Role

11 Board Meetings

12 Board Committees

13 compenSAtion

13 Director Compensation

14 compArAtive boArd dAtA

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IntroductionCorporate governance and, as a direct consequence, boards have received growing attention from stakeholders over the past several years. This international trend has finally crystallized in Brazil, with the country facing structural economic challenges and companies facing business and governance challenges. Ethics, risk management, succession, sustainability, long-term strategy and business performance are among the most relevant issues discussed by boards in the country.

Although more recent and still less visible than in other countries, shareholder activism has become another aspect of capital markets in Brazil. Traditional investors have also increased pressure on boards on key governance issues, as have other stakeholders such as the government, local communities, media, etc.

As a result, the time demands on board directors are escalating. A few years ago, it was common practice for boards to have four meetings a year, each taking approximately three hours. Meanwhile, the number of board committees was limited to one or two; and, in many companies, the directors did not participate in committees at all, or dedicated very little time to them.

The reality today is completely different: the frequency of board meetings in Brazil is very high, an astonishing 15.1 on average, driven in part by extraordinary meetings. Meetings are also taking more time — at least 50% more time than a few years ago. Boards now have 2.3 committees on average, an increase from 2.1 the previous year. Board directors now participate in (and dedicate more time to) committees, which are frequently led by a board member, as they should be. As the time commitment for board service has increased, so has director compensation, although there is great variance even among similar boards.

Board composition has become an area of increasing scrutiny. There is both progress and significant room for improvement in Brazil; the number of independent directors has increased markedly from last year’s board index of 26% to 31% of all board members. Gender diversity, by contrast, seems to be stuck around 7%. Other areas for improvement include the number of foreign directors and the functional backgrounds of directors, since many boards continue to have a strong concentration of financial profiles, for example.

31%Independent directors on

Brazil boards


Board assessment is becoming better known and more broadly used, yet in a somewhat “lighter” version of what could be considered a full board assessment. A robust board assessment typically looks at a broad set of considerations, such as board composition, the agenda, and the dedication and contributions of individual directors. Few boards expand their assessments to include the committees and the chairman. Nevertheless, there is a welcome trend toward making board assessment common practice.

This issue of the Brazil Board Index includes governance data from 179 companies listed in special segments of Corporate Governance of BM&FBovespa: 129 companies in the New Market; 21 companies in Level 2; and 29 companies in Level 1. Companies in these segments adhere to more rigid rules of corporate governance that go beyond the obligations of the Brazilian Law of Corporations (Lei das Sociedades Anônimas).

The companies included in the 2016 index are largely the same as in the 2015 index, with the following changes:

» Three companies changed names — Abril Educação is now Somos Educação, HRT Participações is now PetroRio and Renar Maçãs is now Pomi Frutas.

» Two companies are new to the index: AES Tietê, which entered Level 2; and FPC Par Corretora de Seguros, which entered the New Market.

» Five companies left the stock exchange or special segments as a result of mergers or acquisitions: Banco Industrial e Comercial, Bematech, Cia. Providencia, Diagnósticos da America (DASA) and Tempo Participações.

Number of Companies

New Market Level 2 Level 1 Total

2015 132 20 30 182

2016 129 21 29 179

The main focus of the index is on board composition and remuneration practices of Brazil companies in these three segments. We also include comparisons with 16 other countries, which are intended to provide a broader view of board practices and corporate governance best practices.

The 2016 index includes an analysis of 1,648 board positions, approximately 3% more than in 2015. Eleven percent are chairs and 7% are vice chairs. Directors (64%) and alternates (18%) are the most common positions. One company did not provide the chair name, and one company has three co-chairs.

Number of Board Positions


2015 1,077 216 309 1,602

2016 1,092 229 327 1,648

Chairmen 130 21 29 180

Vice Chairmen 88 12 20 120

Members 874 196 278 1,348

Total 1,092 229 327 1,648

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introduction

The companies and directors included in the index reflect a good distribution of industry sectors.

Industry Chairmen Vice Chairmen Members Total

Consumer Goods, Services & Retail 23 14 148 185

Education, Nonprofit & Public Policy 4 4 26 34

Financial Services 35 26 221 282

Industrial (includes Oil & Gas) 95 62 797 954

Life Sciences 7 5 62 74

Professional Services 10 6 52 68

Technology, Communications & Media 6 3 42 51

Total 180 120 1,348 1,648

methodologicAl noteSInformation was taken from year-end data (31 December, 2015), and data were analyzed between July and September of 2016, including the averages for each segment and for the three segments combined.

The source of the data are companies’ latest published annual reports (Reference Forms for 2015) presented to the CVM (Securities and Exchange Commission of Brazil), the regulatory authority for listed companies in Brazil.

Care was taken to provide comparable data in 2015 and 2016, and collected from the official sources. It is not possible to independently guarantee that the information provided is complete, accurate or error free.

Proprietary data from Spencer Stuart’s databases, including the comparative data from other countries, were also used for international comparisons. All compensation values appear in U.S. dollars as of July 15, 2016, converted by BACEN (Brazil Central Bank) exchange rates.

Constituent companies of Spencer Stuart EMEA & U.S. Board Indexes

Countries Stock Exchange Number of Companies

Belgium BeL20, BelMid 53

Brazil BM&FBovespa New Market, Level 2, Level 1 179

Denmark OMX Copenhagen 25

Finland OMX Helsinki 25

France CAC40 40

Germany DAX30 30

Italy 37 (FTSE MIB) and 63 (Mid Cap, Small Cap, others) 100

Netherlands AEX 25

Norway OBX 25

Russia Top companies from Expert 400 47

Spain IBEX-35 + top companies by market cap 95

South Africa JSE Top 40 + top companies by market cap + select SOEs 79

Sweden OMX Stockholm 50

Switzerland SMI 20 20

Turkey BIST 30 30

U.S. S&P 500 486

United Kingdom FTSE100, plus top 50 FTSE250 150


About bm&FboveSpA requirementSCompanies in the special listing segments adhere to rigid rules of corporate governance that go beyond the obligations of the Brazilian Law of Corporations (Lei das Sociedades Anônimas).

BM&FBovespa Regulation New Market Level 2 Level 1

Com

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Issued shares Only common stock

Common and preferred stock (with additional duties)

Common and preferred stock (as per legislation)

Minimum percentage of outstanding shares (free float)

At least 25% free float

Public distributions of shares Share dispersion efforts

Prohibition to statutory provisionsLimitation of less than 5% of the voting capital, qualified quorum and “immutable clauses”

There is no regulation

Grant of tag-along rights 100% for common shares100% for common and preferred shares

80% for common shares (as per legislation)

Tender offer of share purchasing for at least their economic value

Compulsory in case of registration canceling or segment exit

As per legislation in force

Becoming a member of the Market Arbitration Chamber

Mandatory Optional

Financial statements Translated into English As per legislation in force

Annual public meeting Mandatory

Calendar of corporate events Mandatory

Additional disclosure of information Securities negotiation policy and code of conduct

Boa

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s CompositionMinimum of 5 members, of which at least 20% must be independent

Minimum of 3 members (according to law)

Term Unified term of up to 2 years, reelection alllowed

Prohibition of accumulation of positions

Chairman of the board and chief executive officer or chief executive by the same person (a grace period of 3 years from accession)

ObligationsDemonstration on any public offer for the acquisition of company shares

There is no regulation

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Board composition

new directorS » BM&FBovespa companies elected 179 new members in 2015, representing 10.9% of all board directors.

The Brazilian average is lower than the international average.

Global View: New director representation B

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% new board members

(int’l average = 14)10.9 12.5 15 15 8 10.3 18.2 16.8 21 19 9.6 14 9 11.7 16 14.4 7.1

» New board directors are younger on average than the overall director pool. The average age of new board members is 51, compared with 56 for all directors. The oldest new member is 84, and the youngest is 26.

» Only 3% of the new directors hold executive positions in the company, compared with 7% of all board members.

» Thirty-five percent of the new board members are independent; by comparison, 30.9% of all board members are independent. New directors are more likely to be independent in Level 2 (36%) and in Level 1 (38%), significantly higher than the overall pool of directors in these segments (31% and 15%, respectively). Since Level 1 has no legal requirement for the minimum number of independent members, the 38% among new members is quite relevant.

» Nearly 65% of the new directors come from industrial sector. Others are from consumer goods, services and retail (11%); financial services (10%); technology, communications and media (6%); life sciences and professional services (4% each); and education, nonprofit and public policy (2%).

» Among the new members, nine are board chairs, representing 5% of all chairs. All of the newly appointed chairs are men, just one is independent and one is a non-Brazilian citizen.

» There are also seven vice chairs (6% of all vice chairs). All of them are men and non-independent.

gender diverSity » Women continue to be underrepresented in boardrooms. Women represent just 7.3% of all

members, nearly unchanged from last year (7.2%). Level 2 boards have the highest percentage of female directors, 9.2%, while Level 1 boards have the lowest, 6.7%. Excluding the alternate female members, only 5.8% of board members are women.

» Fifty-seven percent of the female directors come from the industrial sector, followed by 15% in both financial services and consumer goods. Considering all directors, women represent 7% or less in the other industries.


Female representation by industry sector Industry New Market Level 2 Level 1 Total

Consumer Goods, Services & Retail 14 2 2 18

Education, Nonprofit & Public Policy 4 - - 4

Financial Services 11 2 5 18

Industrial (Includes Oil & Gas) 39 15 14 68

Life Sciences 5 - - 5

Professional Services 2 2 - 4

Technology, Communications & Media 2 - 1 3

Total 77 21 22 120

» Compared with other countries, Brazil has one of the lowest percentages of female directors — lower than the international average of 22% and well below Norway (42%), which has the highest representation of women on boards.

Global View: Female director representation

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all directors (int’l average = 22)

7.3 24.2 23 30 34.3 N/A 22.4 21.6 42 7.6 20.9 14 35 19.8 9.5 23 19.8

» Some 11.7% of newly elected members are women, significantly higher than female representation among all directors (7.3%). Level 2 companies have the highest percentage of new female directors, 17.9%.

» The average number of women on boards is 0.7, compared with 8.5 men.

» Nearly 44% of boards have at least one female member, and 17% have two or more women. Seven boards (4%) have three or more women.

» In contrast with other countries, Brazil has one of the lowest rates of female participation on boards. Eighty-eight percent of companies internationally have at least one woman on their boards. In eight countries, all or nearly all major company boards have one or more female members.

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Board composition

Global View: Companies with female directors

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% companies with at least one woman director (int’l average = 85)

43.6 96.2 88 100 100 93 96 80 96 38 97.5 74 100 90 57 99.3 97.3

» Only two women serve as board chair (one in a consumer goods company and the other in a financial services company). Both are Brazilian and non-independents. The female chairs are aged 58 and 68; the average age of all chairs is 61.2.

» Five women serve in the role of vice chair. They are also Brazilians and non-independents; one of them holds an executive position in the company. The average age of the female vice chairs is 63.6, older than the average age for the male vice chairs (55.9) and the average age for all the vice chairs (56.2).

» Three companies have a female CEO, representing 1.6% of all companies.

internAtionAl repreSentAtion » Some 10.2% of Brazilian board members are foreign directors, an increase from 9.4% last year. Non-

Brazilian directors come from 34 different countries.

» Almost one-quarter (23%) of foreign directors are American, followed by French (13%), Argentine (8%), Portuguese (6.5%) and Italian (5.3%) directors. Other countries represent less than 5% of the foreign directors.

» Participation by South Americans and Asians on Brazil boards rose by 50%, accounting for 30% of all foreign members. Directors from Oceania, Africa, Central America and the Caribbean account for only 4% of foreigners.

» Brazilian boards have among the lowest percentages of foreign directors among all countries.

Global View: Representation of foreign directors

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% foreign directors among

all directors (int’l average = 28)

10.2 32.6 42 35 33 N/A 7.7 42.7 29.6 22.2 21.3 12.5 24 62 15 32.1 N/A

» Thirty-nine percent of Brazilian boards have at least one foreign member, and 21% have two or more. Twenty-five boards (14%) have three or more foreigners.

» Three of the foreign directors hold an executive position in their companies: two CEOs and one global marketing and innovation president. Seven percent of the foreigners are chairmen, and another 7% are vice chairmen.

» Only 20% of the foreigners are independent directors; many of the others represent large shareholders.


boArd Size » Brazilian boards have as few as three members and as many as 29. The average board size is 9.2

members, up from 8.8 in our 2015 report.

» Thirty-eight percent of all boards have six to eight members. The largest boards (13 or more members) represent 17% of all boards, while the smallest boards (5 or fewer members) represent 18% of the companies.

Average Board Size New Market Level 2 Level 1 Total

5 or less 28 1 3 32

6 – 8 50 10 9 69

9 – 12 34 4 9 47

13 or more 17 6 8 31

Total 129 21 29 179

AverAge Age » Seventy-five percent of Brazilian board members are between 40 and 69 years old. The youngest

director, aged 26, serves on a New Market company board; the two oldest board members, aged 90, serve on companies in Levels 2 and 1.

» The average age of Brazilian board members is slightly lower than the international average.

Global View: Average age of directors

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Avg. age – all members

(int’l average = 57.5)55.9 56.9 57.2 57.3 59.7 N/A 58.9 58.7 55.3 53.1 56.8 60 57.3 60.5 57.6 57.5 N/A

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Board composition

director independenceAccording to CVM requirements, the independent directors must not maintain connections with (i) the company, the controllers or controlled subsidiaries; (ii) the administration bodies of the company, the controllers or subsidiaries; (iii) members who hold 10% or more of the voting capital. The independent directors should not be authorized to operate in the firm market. In the independence context, and for period of one-year, a connection is considered:

– Any employment relationship or related to the provision of professional services, or participation in any administrative, consultative, fiscal or deliberative administration body;

– Having a direct or indirect participation, in a percentage equal to or greater than 10% of the total capital or the voting capital;

– Being a spouse, partner or relative until the second degree.

» Independent directors now represent 30.9% of all board members. New Market and Level 2 boards, which are required to have at least 20% independent directors, have 36% and 31% independent members, respectively. Level 1 boards, which do not have a minimum requirement for independence, have a significantly lower rate (15%).

» Between 2015 and 2016, there was a five-percentage point increase in the total number of independent directors, mainly driven by an increase in the number of independent directors on Level 1 boards, from 8% to 15%.

» Brazil has the lowest average number of independent members on boards, far below the international average:

Global View: Independent directors

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Avg. # independent

members (int’l average = 5.8)

2.8 4.4 4.6 6.4 8.4 N/A 5.8 7.2 4.7 3.6 7.2 4.2 5 9.1 3.2 6.3 9.1

» Among the 509 independent members, 20 are chairmen (4%) and 11 are vice chairmen (2%).

Number of Independent Members


Chairmen 16 4 - 20

Vice Chairmen 9 2 - 11

Members 364 65 49 478

Total 389 71 49 509


executive directorS » Only 6.9% of all board members hold executive positions in their companies. Level 2 company boards

have a higher rate of executive members (10%). The most common executive positions are CEOs (63%) and vice presidents (22%).

» Brazilian companies have an average of 8.6 non-executive members, similar to the international average.

Global View: Non-executive members

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Avg. # non-executive members

(int’l average = 7.7)

8.6 7.8 6 6.6 11.2 7.3 9.3 6.9 4.8 7.1 8.6 8.6 6.4 9.8 8.7 6.7 N/A

outSide boArd ServiceJust over half (51.5%) of Brazilian board directors serve on other Brazilian boards. 4.2% of board directors report that they serve on boards outside Brazil. Percentages may not fully reflect directors’ total outside board activity since boards are not required to report directors’ other board commitments.

boArd term length » All companies meet the CVM requirement on unified terms of no more than two years. One Level 1

company does not meet this requirement.

» Seventy-three percent of all boards have mandates of two years. Level 1 has the lowest percentage with two-year mandates at 65%.

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Board composition

combined chAirmAn And ceo roleS » 178 out of 179 companies meet the CVM rules requiring the separation of the chairman and CEO positions.

There is, however, one New Market company that combines the roles.

» The Brazilian percentage of boards combining the CEO and chairman roles is one of the lowest among all countries.

Global View: Combined chair and CEO roles

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% Combined CEO & Chairman

(int’l average = 15.8)0 7.5 N/A N/A 62.5 0 22 4 N/A 0 5.1 57 0 0 7 1.3 52

boArd meetingS » On average, boards met 15.1 times in 2015, with no difference between the three segments. Special

meetings exceeded regular meetings in all segments. On average, boards held 8.7 special meetings and 6.4 ordinary meetings. Many of the special meetings were related to merger and acquisition activity and/or restructuring activities.

» Brazilian companies met as few as two times and as many as 113 times (109 special). Almost 60% of the companies met 10 to 16 times a year.

Board Meetings: Total meetings per year

» Brazilian boards have one of the highest average number of meetings, above the international average of 9.9.

25 or more

20 – 2415 – 1910 – 145 – 94 or fewer meetings

7%

15%

32%25%

13%

7%


Global View: Board meetings

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Avg. # board meetings per year (int’l average = 9.9)

15.1 9.5 9.3 10.6 9 6.5 11.1 8.5 10.9 6.8 6.1 10.7 9.4 9.9 20 7.6 8.1

boArd committeeS » On average, Brazilian boards have 2.3 standing committees, compared with 2.1 in our 2015 report,

representing an increase of 9.5%. Level 1 boards average 2.6 committees per board, a 23.8% increase.

» A little over half (54.2%) of boards have one to three committees, while 23.5% have four or more. More than one-fifth of boards (22.3%) have no board committees.

Companies and number of committees

Number of Committees New Market Level 2 Level 1 Total

0 29 4 7 40

1 – 2 41 7 6 54

3 – 4 51 6 12 69

5 or more 8 4 4 16

Total 129 21 29 179

» The remuneration, succession and human resources committee and audit committee are the most common; 51.9% of Brazilian companies have these committees, representing increases of 6.1% and 23.8% over last year, respectively. The third most common committee is the finance and investment committee (26.8%), with an increase of 12.5% over our 2015 report.

Number of companies with specific committees

Board Committees 2015 2016

Remuneration, Succession & HR 90 93

Audit 77 93

Finance & Investments 44 48

Risks 33 30

Strategy 25 24

Corporate Governance 17 20

Sustainability 14 14

Ethics 9 10

Others 68 84

Total 377 416

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compensation

director compenSAtion » Companies in the three segments disclose information about member compensation on an aggregated

basis. In order to preserve individual rights to privacy and security, and supported by a jurisdictional decision, some companies do not provide the individual information (regardless mandatory and specific determination).

» Fixed annual compensation includes the base compensation, benefits, fees for participation in committees and other fixed expenses, while variable annual compensation reflects bonuses, profit-sharing, variable expenses and fees for participation in meetings and commissions.

» All values were taken in Brazilian Reais (R$) from year-end data (31 December, 2015) and converted to US Dollars (US$) in accordance with the Brazilian Central Bank (BACEN — Banco Central do Brasil). The exchange rates (from BACEN Ptax Transaction) are calculated as a simple arithmetic average of the daily rates, and selling rates were chosen. The amounts for 2015 were updated for 2016 exchange rates, considering the variation on year-end data for 2015 and 2016. In July 15th, US$ 1 was equivalent to R$ 3.2650.

» The average total compensation for Brazilian members is $137,789, 22% higher than the average in our 2015 index. Compensation for New Market directors increased the most (38%), while Level 1 board compensation had the smallest increase, 2%. The individual average fixed fee for board members ranges from $905 to $1,407,498.

Average Total Compensation: US Dollars ($) and Brazilian Reais (R$)

$ Average compensation


US $ R$ US $ R$ US $ R$ US $ R$

2015 83.921 274.002 160.704 524.700 205.442 670.768 113.000 368.946

2016 115.885 378.365 171.271 559.199 209.145 682.860 137.789 449.881

» Most of the companies apply fixed remuneration to members (93%), with Level 1 companies even more likely to have fixed remuneration (97%). Eighteen percent of companies have variable remuneration; Level 1 also has the highest percentage (31%) of companies applying variable remuneration.

» Other types of compensation are even less applied, such as post-employment compensation (6%), also driven by Level 1 (21%). Remuneration for term ending is used in 11% of companies.


Comparative Board Data

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Company name

Bm&F Listing

segment

totaL DireCtors

(inCLuDe aLternates)

inDepenDent

DireCtors

new DireCtors

FemaLe DireCtors

Foreign DireCtorsexeCutive DireCtors

average age

(aLL DireCtors)

average age oF

Chairm

an

BoarD term Length

totaL BoarD

meetings

reguLar BoarD

meetings

speCiaL BoarD

meetings

BoarD Comm

ittees

us$ totaL

Compensation

(1 us$ = r$ 3.2650)


Company name

Bm&F Listing

segment

totaL DireCtors


inDepenDent

DireCtors

new DireCtors

FemaLe DireCtors


average age

(aLL DireCtors)

average age oF

Chairm

an

BoarD term Length

totaL BoarD

meetings

reguLar BoarD

meetings

speCiaL BoarD

meetings

BoarD Comm

ittees

us$ totaL

Compensation

(1 us$ = r$ 3.2650)

conSumer goodS, Service & retAilALPARGATAS Level 1 11 0 0 1 1 0 50.4 59.0 2 8 6 2 2 771,822

AREZZO INDÚSTRIA E COMÉRCIO New Market 10 5 0 2 0 0 55.9 62.0 2 14 4 10 3 617,458

B2W - COMPANHIA DIGITAL New Market 7 3 1 0 0 0 52.3 N/I 2 11 3 8 3 261,868

BRF New Market 9 5 1 0 0 0 61.7 80.0 2 22 12 10 4 3,916,935

CIA BRASILEIRA DE DISTRIBUICAO Level 1 11 4 2 1 6 1 57.5 67.0 2 15 6 9 5 1,232,255

CIA HERING New Market 9 5 2 1 1 1 56.7 74.0 2 10 10 0 2 737,666

GRENDENE New Market 6 1 0 0 0 0 64.5 66.0 2 4 4 0 0 301,378

HYPERMARCAS New Market 10 3 0 1 3 1 56.1 64.0 2 11 4 7 2 60,959

JBS New Market 8 2 0 0 1 2 57.3 44.0 2 15 5 10 4 639,510

LOJAS RENNER New Market 8 6 0 1 0 1 59.3 66.0 1 18 16 2 4 919,949

MAGAZINE LUIZA New Market 7 2 2 2 0 0 68.4 68.0 1 15 4 11 4 246,677

MARFRIG GLOBAL FOODS New Market 9 5 0 1 2 0 56.1 46.0 2 4 1 3 4 1,987,482

MARISA LOJAS New Market 6 2 1 2 0 0 63.0 62.0 1 7 4 3 4 336,447

MINERVA New Market 10 2 3 0 3 0 60.9 76.0 2 23 4 19 1 734,577

NATURA COSMETICOS New Market 9 5 2 2 1 0 57.9 68.3 1 10 4 6 4 1,759,479

RESTOQUE COMÉRCIO E CONFECÇÕES DE ROUPAS New Market 9 2 0 0 1 0 54.0 49.0 2 12 4 8 4 1,406,738

SARAIVA LIVREIROS EDITORES Level 2 7 4 3 2 0 1 61.3 76.0 1 11 11 0 0 880,856

SPRINGS GLOBAL PARTICIPACOES New Market 9 4 0 0 1 1 53.1 48.0 1 4 4 0 0 89,716

TECHNOS New Market 9 4 0 0 0 55.2 70.0 2 4 4 0 0 N/I

UNICASA INDÚSTRIA DE MÓVEIS New Market 5 1 1 0 0 1 50.2 63.0 1 5 5 0 0 4,900

VIA VAREJO Level 2 9 2 0 0 3 52.2 61.0 2 13 8 5 3 177,029

VIGOR ALIMENTOS New Market 7 4 1 2 1 0 54.6 46.0 2 7 4 3 3 220,521

Total Consumer Goods, Service & Retail — Average 8.4 3.4 1.7 1.5 2.0 1.1 57.2 62.6 1.7 11.0 5.8 7.3 3.3 824,011

educAtion, nonproFit & public policyGAEC EDUCAÇÃO New Market 11 1 0 2 0 1 50.2 85.0 2 13 12 1 3 61,746

KROTON EDUCACIONAL New Market 9 2 1 2 0 0 69.8 84.0 2 19 4 15 4 1,487,995

SER EDUCACIONAL New Market 5 2 0 0 0 1 54.2 52.0 2 15 4 11 3 834,394

SOMOS EDUCAÇÃO New Market 9 3 2 0 2 0 42.1 38.0 2 13 4 9 2 158,532

Total Education, Nonprofit & Public Policy - Average 8.5 2.0 1.5 2.0 2.0 1.0 54.1 64.8 1.9 15.0 6.0 9.0 3.0 635,667

FinAnciAl ServiceSALIANSCE SHOPPING CENTERS New Market 6 2 0 0 2 2 60.3 70.0 1 14 4 10 3 75,747

BB SEGURIDADE PARTICIPAÇÕES New Market 6 1 0 2 0 1 46.8 45.0 2 22 11 11 3 76,221

BCO ABC BRASIL Level 2 7 2 0 0 4 0 56.7 60.0 2 18 6 12 4 1,391,923

BCO BRADESCO Level 1 8 0 0 1 0 1 68.3 90.0 1 17 4 13 3 17,098,980

BCO BRASIL New Market 8 2 0 1 0 1 50.3 50.0 2 23 12 11 4 150,305

BCO DAYCOVAL Level 2 6 2 0 0 1 2 53.7 76.0 2 12 4 8 2 8,444,990

BCO ESTADO DO RIO GRANDE DO SUL Level 1 9 3 1 1 0 2 61.7 57.0 2 18 12 6 1 169,200

BCO INDUSVAL Level 2 8 2 0 0 0 2 66.4 68.0 2 5 4 1 1 136,907

BCO PAN Level 1 13 4 0 1 0 0 55.4 58.0 2 14 8 6 4 875,957

BCO PINE Level 2 7 2 1 1 0 1 50.6 39.0 2 2 1 1 10 541,842

BCO SOFISA Level 2 6 3 0 0 0 2 62.2 56.0 2 8 8 0 9 1,229,127


Company name

Bm&F Listing

segment

totaL DireCtors


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DireCtors

new DireCtors

FemaLe DireCtors


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(aLL DireCtors)

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Chairm

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BoarD term Length

totaL BoarD

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reguLar BoarD

meetings

speCiaL BoarD

meetings

BoarD Comm

ittees

us$ totaL

Compensation

(1 us$ = r$ 3.2650)

FinAnciAl ServiceS (continued)BMFBOVESPA BOLSA VALORES MERC FUT New Market 11 7 1 1 1 0 57.5 63.0 2 11 6 5 6 2,369,741

BR INSURANCE CORRETORA DE SEGUROS New Market 5 4 0 0 0 1 40.0 40.0 1 23 12 11 2 585,838

BR MALLS PARTICIPACOES New Market 7 5 3 1 0 1 57.9 77.0 2 13 4 9 2 235,614

BR PROPERTIES New Market 5 2 5 0 0 0 46.6 39.0 2 19 4 15 0 494,763

BRADESPAR Level 1 9 1 1 1 0 0 65.7 90.0 1 17 2 15 0 29,403

BRASIL BROKERS PARTICIPACOES New Market 5 1 0 0 0 0 49.2 58.0 2 8 3 5 5 N/I

BRASILAGRO - CIA BRAS DE PROP AGRICOLAS New Market 9 4 0 0 5 0 52.4 55.0 2 8 6 2 1 1,442,667

CETIP - MERCADOS ORGANIZADOS New Market 10 6 0 0 2 0 56.5 68.0 2 8 4 4 6 1,484,671

CIELO New Market 11 3 2 0 0 0 53.7 45.0 2 25 11 14 5 576,723

CYRELA BRAZIL REALTY EMPREEND E PART New Market 7 2 0 0 0 0 61.1 75.0 2 11 11 0 7 347,089

CYRELA COMMERCIAL PROPERT EMPR PART New Market 6 2 0 0 0 0 66.0 75.0 1 6 6 0 0 74,805

FPC PAR CORRETORA DE SEGUROS New Market 19 4 0 3 2 1 48.3 55.0 2 12 4 8 1 N/I

GENERAL SHOPPING BRASIL New Market 8 2 0 1 0 0 52.0 44.0 2 13 3 10 0 798,407

IGUATEMI EMPRESA DE SHOPPING CENTERS S.A New Market 7 3 2 0 0 1 51.7 70.0 2 4 4 0 0 231,194

ITAU UNIBANCO HOLDING Level 1 12 5 1 0 0 2 58.3 57.0 1 12 8 4 8 10,931,415

ITAUSA INVESTIMENTOS ITAU Level 1 9 2 1 1 0 2 51.1 47.0 1 12 6 6 1 1,254,367

MULTIPLAN - EMPREEND IMOBILIARIOS Level 2 7 1 0 0 3 2 64.0 72.0 2 10 4 6 0 413,496

PARANA BCO Level 1 5 1 0 0 0 0 47.6 47.0 1 16 12 4 3 215,340

PORTO SEGURO New Market 7 2 0 1 1 0 56.7 70.0 2 7 6 1 1 2,630,550

SAO CARLOS EMPREEND E PARTICIPACOES New Market 7 1 0 1 0 0 57.1 69.0 1 15 4 11 0 930,249

SONAE SIERRA BRASIL New Market 7 1 0 0 3 0 58.9 56.0 2 4 4 0 2 110,790

SUL AMERICA Level 2 10 6 0 1 3 0 65.3 57.0 1 4 4 0 7 1,488,126

TARPON INVESTIMENTOS New Market 6 2 0 0 0 1 46.2 38.0 2 11 4 7 2 95,559

ULTRAPAR PARTICIPACOES New Market 9 6 0 0 0 0 66.8 76.0 2 11 4 7 2 1,620,061

Total Financial Services - Average 8.1 2.8 1.8 1.2 2.5 1.5 56.1 60.3 1.7 12.4 6.0 7.7 3.8 1,774,305

induStriAl (includeS oil & gAS)AES TIETE ENERGIA SA Level 2 20 6 7 2 6 5 56.1 60.0 2 12 4 8 0 0

ALUPAR INVESTIMENTO S/A Level 2 8 1 1 1 0 2 54.1 51.0 2 25 14 11 2 320,419

ARTERIS New Market 11 2 0 1 5 1 54.5 64.0 2 8 5 3 0 562,585

BIOSEV New Market 9 4 2 0 6 0 55.2 42.0 2 8 4 4 3 292,496

BRASKEM Level 1 21 3 0 3 0 0 57.2 63.0 2 11 8 3 3 693,451

CCR New Market 19 1 6 5 0 0 53.3 68.0 1 113 4 109 6 467,994

CCX CARVÃO DA COLÔMBIA New Market 5 1 3 0 0 1 53.6 53.0 1 15 4 11 1 N/I

CENTRAIS ELET BRAS - ELETROBRAS Level 1 8 2 2 0 0 1 58.6 66.0 2 28 12 16 3 177,064

CENTRAIS ELET DE SANTA CATARINA Level 2 13 7 0 0 0 1 55.1 60.0 1 15 12 3 4 340,026

CESP - CIA ENERGETICA DE SAO PAULO Level 1 12 3 0 0 0 1 62.4 81.0 2 16 12 4 1 381,215

CIA ENERGETICA DE MINAS GERAIS - CEMIG Level 1 29 2 4 1 0 2 55.3 68.0 2 30 12 18 6 983,352

CIA ESTADUAL DE DISTRIB ENER ELET-CEEE-D Level 1 16 0 0 2 0 1 52.0 36.0 2 19 12 7 0 116,203

spencer stuart17

Company name

Bm&F Listing

segment

totaL DireCtors


inDepenDent

DireCtors

new DireCtors

FemaLe DireCtors


average age

(aLL DireCtors)

average age oF

Chairm

an

BoarD term Length

totaL BoarD

meetings

reguLar BoarD

meetings

speCiaL BoarD

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BoarD Comm

ittees

us$ totaL

Compensation

(1 us$ = r$ 3.2650)


Company name

Bm&F Listing

segment

totaL DireCtors


inDepenDent

DireCtors

new DireCtors

FemaLe DireCtors


average age

(aLL DireCtors)

average age oF

Chairm

an

BoarD term Length

totaL BoarD

meetings

reguLar BoarD

meetings

speCiaL BoarD

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BoarD Comm

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us$ totaL

Compensation

(1 us$ = r$ 3.2650)

induStriAl (includeS oil & gAS — continued)CIA ESTADUAL GER.TRANS.ENER.ELET-CEEE-GT Level 1 16 0 0 2 0 1 52.0 36.0 2 17 12 5 0 121,203

CIA FERRO LIGAS DA BAHIA - FERBASA Level 1 7 0 0 2 0 0 54.1 62.0 1 12 12 0 3 2,043,277

CIA FIACAO TECIDOS CEDRO CACHOEIRA Level 1 12 0 2 0 0 0 53.6 71.0 2 12 12 0 0 155,857

CIA PARANAENSE DE ENERGIA - COPEL Level 1 8 4 0 0 0 1 56.3 67.0 2 16 4 12 3 348,615

CIA SANEAMENTO BASICO EST SAO PAULO New Market 6 4 1 0 0 1 65.0 69.0 2 20 12 8 3 348,977

CIA SANEAMENTO DE MINAS GERAIS-COPASA MG New Market 8 1 0 1 0 1 62.4 60.0 1 27 12 15 0 205,798

COSAN LOGISTICA New Market 22 6 0 1 1 1 52.1 66.0 2 15 4 11 3 654,621

COSAN INDUSTRIA E COMERCIO New Market 6 2 0 0 0 0 52.0 66.0 2 10 4 6 3 4,387,376

CPFL ENERGIA New Market 13 1 5 2 1 0 55.5 69.0 1 24 13 11 3 603,675

CPFL ENERGIAS RENOVÁVEIS New Market 17 2 3 2 0 0 43.6 57.0 1 13 6 7 2 62,610

CR2 EMPREENDIMENTOS IMOBILIARIOS New Market 5 3 0 0 0 0 47.8 38.0 1 13 6 7 0 157,652

CTEEP - CIA TRANSMISSÃO ENERGIA ELÉTRICA PAULISTA Level 1 8 2 1 0 5 0 54.8 57.0 1 15 0 15 2 136,570

DIRECIONAL ENGENHARIA New Market 14 6 0 2 0 2 57.6 68.0 2 11 4 7 2 245,782

DURATEX New Market 12 3 1 2 0 0 54.2 70.0 1 14 14 0 5 1,692,557

ECORODOVIAS INFRAESTRUTURA E LOGÍSTICA New Market 10 2 4 0 4 0 57.4 59.0 2 21 6 15 3 693,372

EDP - ENERGIAS DO BRASIL New Market 8 4 0 0 4 1 62.6 59.0 1 21 4 17 4 532,344

ELETROPAULO METROP. ELET. SAO PAULO Level 2 18 3 7 2 4 3 50.7 60.0 2 25 4 21 2 322,695

EMBRAER New Market 13 8 0 2 0 0 57.4 71.0 2 13 8 5 3 2,844,717

ENEVA New Market 5 1 3 0 1 1 55.0 56.0 2 16 4 12 3 6,732,960

EQUATORIAL ENERGIA New Market 6 2 0 0 0 0 48.2 68.0 2 22 4 18 1 430,015

ESTACIO PARTICIPACOES New Market 8 4 4 1 0 1 54.6 53.0 2 21 13 8 3 1,563,190

ETERNIT New Market 7 6 2 0 0 0 55.9 61.0 2 7 4 3 3 650,230

EUCATEX INDUSTRIA E COMERCIO Level 1 7 0 0 0 0 2 64.9 58.0 2 5 4 1 0 58,806

EVEN CONSTRUTORA E INCORPORADORA New Market 5 3 4 0 1 0 45.8 40.0 2 12 4 8 3 226,646

EZ TEC EMPREEND. E PARTICIPACOES New Market 7 3 0 0 1 1 66.3 82.0 2 14 12 2 0 410,413

FERTILIZANTES HERINGER New Market 9 2 4 2 2 1 55.2 78.0 2 4 4 0 2 483,528

FIBRIA CELULOSE New Market 18 4 0 1 0 0 56.1 68.0 2 17 8 9 4 1,338,530

FORJAS TAURUS Level 2 5 3 0 0 0 1 57.2 79.0 2 20 4 16 1 200,306

FRAS-LE Level 1 5 1 0 0 0 1 52.2 57.0 2 17 5 12 0 409,591

GAFISA New Market 7 6 0 0 0 0 57.3 70.0 2 22 8 14 4 622,252

GERDAU Level 1 6 1 0 0 0 2 57.3 53.0 1 24 4 20 4 1,521,985

GOL LINHAS AEREAS INTELIGENTES Level 2 8 3 2 0 2 0 52.3 48.0 1 11 5 6 4 542,113

HELBOR EMPREENDIMENTOS New Market 7 4 0 0 0 1 64.7 80.0 2 6 4 2 0 154,671

INDUSTRIAS ROMI New Market 7 1 0 1 0 0 59.1 60.0 1 11 8 3 1 332,298

INEPAR INDUSTRIA E CONSTRUCOES Level 1 8 2 0 0 0 1 67.0 74.0 2 4 4 0 1 N/I

IOCHPE MAXION New Market 15 4 0 2 1 0 59.8 51.0 2 38 12 26 3 2,006,956

JHSF PARTICIPACOES New Market 7 4 2 0 0 1 52.8 38.0 1 13 4 9 1 422,963

JSL New Market 5 2 0 0 0 1 54.8 66.0 2 4 0 4 1 1,102,603

KLABIN Level 2 26 10 0 5 0 0 65.3 56.0 1 29 6 23 1 4,591,157

LIGHT New Market 15 1 0 1 0 1 56.2 62.0 2 27 14 13 5 580,873


Company name

Bm&F Listing

segment

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DireCtors

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BoarD term Length

totaL BoarD

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Compensation

(1 us$ = r$ 3.2650)

induStriAl (includeS oil & gAS — continued)LOG-IN LOGISTICA INTERMODAL New Market 10 8 4 0 0 1 49.9 52.0 2 15 4 11 3 284,074

LPS BRASIL - CONSULTORIA DE IMOVEIS New Market 6 1 0 0 1 1 57.3 66.0 2 11 4 7 1 385,232

LUPATECH New Market 5 4 0 1 1 1 51.3 65.0 2 24 4 20 0 N/I

M.DIAS BRANCO IND COM DE ALIMENTO New Market 9 1 0 3 0 5 62.6 82.0 1 6 4 2 4 582,062

MAGNESITA REFRATARIOS New Market 14 2 0 0 2 0 47.0 55.0 2 19 4 15 1 158,889

MAHLE-METAL LEVE New Market 10 1 0 1 3 1 62.5 67.0 1 15 4 11 0 294,509

MARCOPOLO Level 2 7 4 0 1 0 0 57.1 63.0 2 20 11 9 4 2,713,105

METALFRIO SOLUTIONS New Market 5 2 0 0 1 0 48.2 55.0 1 15 1 14 0 165,391

METALURGICA GERDAU Level 1 6 1 0 0 0 2 57.3 53.0 1 24 4 20 4 1,521,985

MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA New Market 6 3 0 1 3 0 61.3 72.0 2 15 11 4 1 672,151

MMX MINERACAO E METALICOS New Market 6 1 0 0 2 1 56.3 60.0 1 10 6 4 1 114,855

MRV ENGENHARIA E PARTICIPACOES New Market 8 4 0 0 0 1 60.9 60.0 2 16 4 12 0 1,426,217

ÓLEO E GÁS PARTICIPAÇÕES New Market 3 0 0 0 0 1 52.7 44.0 2 16 6 10 2 N/I

OSX BRASIL New Market 5 1 0 0 0 1 48.4 46.0 2 12 4 8 1 N/I

PARANAPANEMA New Market 13 3 7 1 0 0 48.5 63.0 2 13 12 1 3 633,629

PBG New Market 7 3 1 0 0 1 65.3 88.0 2 5 1 4 0 568,354

PDG REALTY EMPREEND E PARTICIPACOES New Market 5 2 0 0 0 0 44.4 44.0 1 16 12 4 3 242,573

PETRO RIO New Market 5 4 0 0 1 0 70.2 77.0 2 15 4 11 1 264,625

POMIFRUTAS New Market 5 1 0 0 0 1 48.0 57.0 2 11 4 7 0 9,372

PRUMO LOGÍSTICA New Market 6 2 0 0 2 0 55.8 58.0 1 12 4 8 1 935,013

QGEP PARTICIPAÇÕES New Market 7 2 0 0 0 0 64.9 63.0 2 10 4 6 0 374,754

RANDON IMPLEMENTOS E PARTICIPACOES Level 1 5 0 0 0 0 1 71.4 87.0 2 14 5 9 0 894,582

RENOVA ENERGIA Level 2 16 1 2 1 1 0 47.1 60.0 2 22 12 10 6 0

RODOBENS NEGOCIOS IMOBILIARIOS New Market 7 4 2 0 1 0 63.9 72.0 2 11 4 7 1 120,968

ROSSI RESIDENCIAL New Market 5 1 0 0 0 0 55.0 63.0 1 16 4 12 2 216,427

RUMO LOGISTICA OPERADORA MULTIMODAL New Market 22 6 0 1 1 1 52.1 66.0 2 15 4 11 3 654,621

SANTOS BRASIL PARTICIPACOES Level 2 9 3 0 2 0 0 54.1 72.0 2 8 6 2 1 603,643

SAO MARTINHO New Market 7 1 0 0 0 0 67.7 80.0 2 12 12 0 3 1,610,070

SLC AGRICOLA New Market 5 3 0 0 0 0 65.4 66.0 2 6 4 2 3 337,241

SUZANO PAPEL E CELULOSE Level 1 9 0 2 1 0 0 60.9 60.0 2 22 0 22 3 2,761,215

TECNISA New Market 5 4 0 0 0 1 57.4 59.0 1 14 4 10 0 408,937

TEGMA GESTAO LOGISTICA New Market 10 2 0 1 0 0 62.1 70.0 2 15 4 11 1 434,916

TEREOS INTERNACIONAL New Market 9 3 0 1 8 0 56.3 39.0 2 8 4 4 0 18,377

TPI - TRIUNFO PARTICIP. E INVEST. New Market 8 2 0 1 0 0 50.6 59.0 2 68 4 64 3 723,308

TRACTEBEL ENERGIA New Market 18 5 6 1 5 2 57.7 59.0 2 8 4 4 2 1,837,891

TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA Level 2 22 4 1 1 0 0 54.9 70.0 1 19 12 7 3 779,624

TRISUL New Market 5 1 0 0 0 1 55.2 66.0 2 8 6 2 1 367,534

TUPY New Market 16 7 1 1 1 0 50.6 62.0 2 17 12 5 2 706,151

USINAS SID DE MINAS GERAIS -USIMINAS Level 1 22 7 11 3 8 0 57.3 51.0 2 15 4 11 3 1,319,192

VALE Level 1 21 1 4 0 2 0 55.9 45.0 2 15 12 3 8 1,432,942

VANGUARDA AGRO New Market 6 1 3 0 0 0 52.2 70.0 2 41 12 29 3 324,655

spencer stuart19

Company name

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BoarD term Length

totaL BoarD

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reguLar BoarD

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Compensation

(1 us$ = r$ 3.2650)


Company name

Bm&F Listing

segment

totaL DireCtors


inDepenDent

DireCtors

new DireCtors

FemaLe DireCtors


average age

(aLL DireCtors)

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Chairm

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BoarD term Length

totaL BoarD

meetings

reguLar BoarD

meetings

speCiaL BoarD

meetings

BoarD Comm

ittees

us$ totaL

Compensation

(1 us$ = r$ 3.2650)

induStriAl (includeS oil & gAS — continued)VIVER INCORPORADORA E CONSTRUTORA New Market 5 1 0 0 3 0 51.6 61.0 1 6 4 2 2 0

WEG New Market 7 3 0 0 0 0 59.0 60.0 2 22 12 10 0 863,423

Total Industrial (includes oil & gas) - Average 10.0 3.0 3.4 1.7 2.7 1.4 56.2 61.7 1.7 17.1 6.9 11.2 2.7 800,412

liFe ScienceSBRASIL PHARMA New Market 10 1 4 2 0 1 39.0 39.0 2 22 12 10 3 6,338

FLEURY New Market 12 5 0 0 1 0 53.5 59.0 2 11 10 1 4 626,110

ODONTOPREV New Market 15 7 0 0 0 0 61.4 52.0 2 12 4 8 2 436,181

OURO FINO SAUDE ANIMAL PARTICIPACOES New Market 5 3 1 0 1 0 58.0 59.0 2 13 4 9 3 227,871

PROFARMA DISTRIB PROD FARMACEUTICOS New Market 6 3 0 0 1 1 57.3 69.0 2 6 6 0 0 615,567

QUALICORP New Market 9 2 2 0 1 2 56.2 53.0 1 20 4 16 1 461,277

RAIA DROGASIL New Market 17 6 0 3 1 0 56.5 64.0 2 16 6 10 4 507,810

Total Life Sciences - Average 10.6 3.9 2.3 2.5 1.0 1.3 54.6 56.4 1.8 14.3 6.6 9.0 2.8 411,594

proFeSSionAl ServiceSCIA LOCAÇÃO DAS AMÉRICAS New Market 5 2 0 0 0 1 51.2 41.0 2 13 4 9 3 185,605

CONTAX PARTICIPACOES Level 2 10 2 4 2 0 43.5 47.0 2 20 4 16 0 321,273

CSU CARDSYSTEM New Market 5 3 1 0 0 1 63.4 63.0 2 4 4 0 3 175,451

CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS New Market 9 3 0 1 3 0 46.4 67.0 2 22 22 0 4 321,383

INTERNATIONAL MEAL COMPANY ALIMENTACAO New Market 5 3 1 0 1 0 48.5 N/I 2 10 4 6 0 194,670

LOCALIZA RENT A CAR New Market 8 4 0 1 1 1 63.9 68.0 2 16 11 5 3 4,235,403

MULTIPLUS New Market 7 2 1 0 2 0 56.4 55.0 2 12 12 0 2 287,282

SMILES New Market 7 3 0 0 0 0 52.9 48.0 1 8 4 4 2 404,435

T4F ENTRETENIMENTO New Market 5 2 0 0 1 1 60.0 63.0 2 11 4 7 0 136,116

VALID SOLUÇÕES E SERV. SEG. MEIOS PAG. IDENT. New Market 7 5 0 0 0 0 60.4 60.0 2 17 4 13 0 684,368

Total Professional Sciences - Average 6.8 2.9 1.8 1.3 1.6 1.0 54.7 56.9 1.9 13.3 7.3 8.6 2.8 694,599

technology, communicAtionS & telecomIDEIASNET New Market 7 6 0 0 2 0 42.4 48.0 1 12 6 6 1 N/I

LINX New Market 4 1 0 0 0 1 51.0 53.0 1 18 4 14 2 68,913

OI Level 1 14 0 10 1 7 0 58.8 67.0 2 28 13 15 4 2,160,696

POSITIVO INFORMATICA New Market 7 2 1 0 0 2 52.9 71.0 1 6 6 0 0 474,967

TIM PARTICIPACOES New Market 10 3 0 1 3 1 60.0 64.0 2 15 4 11 4 614,150

TOTVS New Market 9 6 0 1 0 1 51.1 65.0 2 11 4 7 3 463,904

Total Technology, Communications & Telecom - Average 8.5 3.6 5.5 1.0 4.0 1.3 52.7 61.3 1.6 15.0 6.2 10.6 2.8 756,526


Company name

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Compensation

(1 us$ = r$ 3.2650)

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Amsterdam

Atlanta

Bangalore

Barcelona

Beijing

Bogotá

Boston

Brussels

Buenos Aires

Calgary

Chicago

Copenhagen

Dallas

Dubai

Frankfurt

Geneva

Hong Kong

Houston

Istanbul

Johannesburg

Lima

London

Los Angeles

Madrid

Melbourne

Mexico City

Miami

Milan

Minneapolis/St. Paul

Montreal

Moscow

Mumbai

Munich

New Delhi

New York

Orange County

Paris

Philadelphia

Prague

Rome

San Francisco

Santiago

São Paulo

Seattle

Shanghai

Silicon Valley

Singapore

Stamford

Stockholm

Sydney

Tokyo

Toronto

Vienna

Warsaw

Washington, D.C.

Zürich


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