Celebrating 10 Years at BM&FBOVESPA slide image

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 33
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