Celebrating 10 Years at BM&FBOVESPA
Having integrity and transparency as business routine has positioned the company as a benchmark in corporate
governance by adopting ethical protection practices, as some highlighted below:
Definition of
compensation
Adherence to Novo Mercado segment of BM&FBOVESPA,
with ordinary shares only.
Protection against conflicts of interest through good
practice in the composition of its leadership bodies -
Board of Directors consisting of a majority of independent
members (86%), alternation of executives occupying the
positions of Chairman of the Board of Directors and the
Executive Board, and the existence of a Permanent Fiscal
Council - and the adoption of the Novo Mercado arbitration
mechanism.
Manual for the shareholder participation in Annual
Meetings, providing them the opportunity to inform
themselves and better understand the issues to be resolved.
Protection of minority shareholders, ensuring them the
same price and sale conditions of their shares as those
offered to the controlling shareholders in the case of the
Company's control alienation.
First Brazilian company with 100% free float.
Attention to the fulfillment of the Company's interests with
the formal Evaluation of the Board of Directors and Executive
Board and the existence of internal regulations for the Board of
Directors, the Fiscal Council and the Committees, establishing
clear responsibilities, seeking to ensure the alignment of its
activities to the business objectives.
Management compensation practices that encourages a
balanced way to promote sustainable business growth in the
medium and long term and the achievement of short term
goals, always with the final goal of promoting the business
continuity. Find out more in the following infographic.
Adherence to the Brazilian Association of Publicly-Held
Companies (ABRASCA) Self-Regulation Code in 2015.
Definition of
total limit to be
allocated to the
fixed and variable
compensation
of the Board of
the Directors and
the statutory
GENERAL MEETING Executive Board
BOARD OF DIRECTORS
Distribution of the total compensation
amount between the members of the
Board of Directors and statutory Executive
Board - after considering the opinion of the
Personnel Committee (suggested by the
CEO based on the individual performance
of the managers, on market compensation
surveys and other aspects such as
retention, skills, experience, potential, etc.).
Find out more about the compensation policy by accessing item 13 of the Reference Form and the amounts allocated
to the fixed and variable compensation of the executives in 2015 in item 13.2, available at: http://goo.gl/r1tEoT
PRESTON FIELD
Variable compensation
performance evaluation of the Executive Board
The Company's governance and
relationship with capital market
policies are available in the
Corporate Governance section, in
the Bylaws and Policies tab, on
the Company's IR website
www.lojasrenner.com.br/ri
For more information about
Investor Relations department,
send an email to
[email protected]
Chairman of the Board
of Directors
A &
Personnel Committee
CEO
Executive
Officers
BOARD OF
DIRECTORS
EXECUTIVE
BOARD
COMPENSATION
COMPOSITION IN 2015
profile
62.4% fixed compensation
37.6% variable compensation
(linked to the attendance at the
Board's meetings)
19.2% fixed compensation
Ð
2.4% benefits
Ð
29.3% variable compensation (linked to the
Company's goals and individual targets)
49.1% Stock Option Plan (to strengthen
the retention of key executives and align
their interests with those of shareholders
in the creation of value for the business in a
sustainable way and in the long term)
Process followed by the
Evaluation and Calibration
of the Board Committee
(members of the Personnel
Committee and of the
Board of Directors) as
the basis of the variable
compensation and the
definition of improvement
plans for the executives
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