I – Purpose and Comprehensiveness
The current Manual – which terms defined are evident in Annex I – aims the establishment of higher patterns of conduct and transparency, to be compulsorily observed by:
- Controlling Stockholder, Administrators, Fiscal Councilors and constituents of the other Organs with Technical or Consultative Functions of the Company;
- Employees and Executives with access to Relevant Information; and, yet,
- whoever, in force of his job, function or position in the Controlling Company, in the Controlled Corporation and in the Associated Companies, have knowledge of information concerning Relevant Act or Fact about the Company, in order to adequate the internal policy of the Company to the principle of transparency and the good practices of conduct in using and divulging the Company‘s Relevant Information.
The people occupying the above mentioned positions, should firm the respective Term of Adherence to the current Manual, in the form established in the article 16, § 1º of the CVM Instruction nº 358/02, according to the model, Annex II.
The Company will maintain in its headquarters, the roster of people who firmed the Term of Adherence, with the respective qualifications, position or function, address and number of inscription in the General Taxpayers‘ Register of Legal Entities or Natural People. The roster will be always maintained at CVM disposition.
II – Principles
All the people subjected to the current Manual should list their conduct according to the good faith, loyalty and veracity values and, yet, by the principles in here established.
All the efforts in pro of the market efficiency should aim at the competition among investors for better returns occurs because of analyses and interpretation of the information divulged and never by privileged access to the same information.
The people subjected to the current Manual should take into account that the transparent, precis and opportune information constitute the main tool at disposition of the public investor and , specially the Company‘s stockholders , to assure them the indispensable equitable treatment.
The relationship with the Company and the participants and with the opinion makers in the securities market should happen in an uniform and transparent way.
It is the duty of the people subjected to the dispositions forecasted in this Manual to assure that the divulgation of information about the patrimonial and financial situation of the Company be correct, complete, continuous and developed through the administrators responsible for this function, should yet, comprise data about the evolution of the respective stockholding positions in the Company‘s capital stock , as forecasted in this Manual and in the current regulation.
III – Relevant Act or Fact Divulgation Policy
- Duties before the Director of Investor Relations
- The objective of Relevant Act or Fact Divulgation
- Relevant Act or Fact Definition
- Examples of Relevant Act or Fact
- Internal Procedures to Inform and Divulge Relevant Act or Fact
- Responsibility in Case of Omission
- When to Inform and Divulge – Terms
- Whom Inform To
- Means of Divulgation – Newspaper and Internet
- The Privileged Information and The Duty of Confidentiality
- Not to Divulge is an Exception to the Rule
- Proceedings for Not Divulging the Company‘s Relevant Act or Fact
- Request of Confidentiality Maintenance together CVM
1. Obligations towards the Investor Relation Director.
The CVM Instruction n° 358/02 has created a systematic of responsibility for the use, communication and divulgation of the Relevant Act or Fact of open companies. In this step, it was attributed to the Investor Relations Director the primary responsibility for communication and divulgation of Relevant Act or Fact.
In order to assure that the Investors Relations Director could accomplish his duties, were created incumbencies for some people linked to the Company, obliging them to communicate Relevant Act or Fact they have knowledge to the Investor Relations Director, for him to take the necessary steps.
2. The Objective of Relevant Act or Fact Divulgation
The divulgation of Relevant Act or Fact aims to assure the investors the availability, by a fixed time, in an efficient and reasonable way, of information needed for them to take investment decisions, assuring the best symmetry possible in the dissemination of the information. In this way, it is prevented the undue use of privileged information in the security market by people who have access to them, in own profit or of third parts, in detriment of the investors in general, the market and the company itself.
3. Relevant Act or Fact Definition
Relevant act or Fact, in terms of the article 155, § 1º, of the nº 6.404/76 Law and of the 2nd article of the CVM Instruction nº 358/02 is: (a) any decision of Stockholder(s) Controller(s), deliberation from the General Meeting or from the administrative organs of the Company; or (b) any other act or fact of political-administrative, technical, negotial or economical-financial nature happened or related to its business that could influence in a pondered manner:
- in the value perception of the Company;
- in the Securities quotes;
- in the decision of the investors of buying, selling or maintaining those Securities; or
- in the investors decision of performing any inherent rights to the condition of Securities titular.
4. Examples of Relevant Act or Fact
The 2nd article of the CVM Instruction nº 358/02 lists, in a non exhausting way, examples of Relevant Act or Fact, being unnecessary its repetition, seeing right that, in any case, the events related with the Relevant Act or Fact must have its materiality analyzed in the context of the ordinary activities and of the Company‘s dimension, as well as the information previously divulged and not in abstract, so as to avoid to become common the divulgation of the Relevant Act or Fact prejudicing the quality of the analyses, by the market, of the Company‘s perspectives
Internal Proceeding to Inform and Divulge Relevant Act or Fact
All the information about Relevant Act or Fact of the Company will be centralized in the Investor Relations Director who is responsible for the divulgation and communication of the Relevant Act or Fact (Instruction CVM nº 358/02, 3rd article).
The Controlling Stockholders, the Administrators, the Fiscal Councilors, the Employees and Executives with access to Relevant Information and, yet, the members of any Organs with Technical or Consulting Functions of the Company, who have firmed the Adhesion Term, must communicate, any Relevant Act or Fact they have knowledge, to the Investor Relations Director who in terms of this Manual is the responsible person for its communication to the due organs, and divulging it to the press.
The meetings with class entities, investors, analysts or with public selected, in the Country or overseas, related to the subject which could consubstantiate Relevant Information, should count on the presence of the Administrative Council President, the President Director, Vice-President Director and General Superintendent or of the Investor Relations Director or other person pointed for this purpose. Otherwise, they should have its context reported to the Investor Relations Director, in what could consubstantiate Relevant Information, aiming that the eventual Relevant Information be divulged simultaneously to the market.
6. Responsibility in Case of Omission
The Controlling Stockholders, the Administrators, the Fiscal Councilors, the Employees and Executives who have access to Relevant Information or any of the components of the other Organs with Technical or Consulting Functions of the Company, who have firmed the Adhesion Term, that have personal knowledge of Relevant Act or Fact, must communicate to the Investor Relations Director. In case of, with the communication done ( and not configuring the decision of keeping confidentiality, taking in manner of the 6th article of the CVM Instruction nº 358/02), the people mentioned in this item testify the omission of the Investor Relations Director in accomplishing his duty of communicating and divulging, the same will only shun responsibility, case communicate immediately the Relevant Act or Fact to CVM.
7. When Inform and Divulge – Terms
The divulgation of Relevant Act or fact should happen, always when possible, before the beginning or end of the Stock Exchange business.
Concerning the terms to inform and divulge, the Investor Relations Director should observe, yet, what follows:
- communicate and divulge the Relevant Act or Fact happened or related to the business of the Company immediately after its occasion (CVM Instruction nº 358/02, article 3rd, caput);
- divulge concomitantly to all the market the Relevant Act or Fact to be transmitted in any communication means, including informing the press, or in meeting of class entities, investors, analysts or with public selected, in the Country or overseas (CVM Instruction nº 358/02, article 3rd , §3rd ); and
- evaluate the need of requesting, always simultaneously, to the Stock Market, the transaction layoff of the Securities, by time needed to the adequate dissemination of the Relevant Information, in case to be imperative that the divulgation of Relevant Act or Fact happened during transaction time (CVM Instruction nº 358/02, article 5th, §2nd).
8. 8. Whom Inform To
The information about Relevant Act or Fact should be simultaneously communicated:
- to CVM;
- to Stock Markets.
9. Means of Divulgation – Newspaper and Internet
The divulgation of Relevant Act or Fact involving the Company should happen through publication in newspapers of high issuing and usually used by it (CVM Instruction nº 358/02, article 3rd, §4th).
The Company could, in each divulgation of Relevant Act or Fact, opt for making it in a resumed manner in the newspapers, containing the minimum elements needed to its comprehension. In this case, it should be indicated in the publications the Internet addresses where full information should be available to all investors, of the tenor at least identical to the ones sent to CVM, to Stock Markets (CVM Instruction nº 358/02, article 3rd , §4th).
10. The Privileged Information and the Duty of Confidentiality
The Controlling Stockholders the Administrators, the Fiscal Councilors, the Employees and Executives with access to Relevant Information or any of the components of the other Organs with Technical or Consulting Functions or yet, those who in force of his place or function in the Controlling Company, in the Affiliated Companies and in the Companies Associated which have firmed the Adhesion Term, should have the duty to keep confidentiality of information concerning Relevant Act or Fact to which they could have privileged access till its divulgation to the market, as well as (ii) to watch over for the subordinates and third parts of his trust also do it, responding solidarity with them in case of disobeying the duty of confidentiality (CVM Instruction nº 358/02, article 8th).
To orient, always when there is doubt about relevance to Privileged Information, should enter in contact with the Investor Relations Director of the Company, to eliminate any doubt.
11. Not to Divulge is Exception to the Rule
There are, although, exceptional cases in where the indistinct divulgation of Privileged Information constitutes Relevant Act or Fact can put in risk the Company‘s legitimate interest.
12. Proceedings for Not Divulging the Company‘s Relevant Act or Fact
In these cases, the non divulgation of Relevant Act or Fact related to the Company will be object of decision of the Controlling Shareholders or of the Administrators of the Company, according to the case (CVM Instruction nº 358/02, article 6th caput).
In case the Relevant Act or Fact be linked to operation involving directly the Controlling Stockholders and those decide for not divulging, the Controlling Stockholders should inform the Investor Relations Director of the Company.
Although the Administrators and Controlling Stockholders decide for not divulging the Relevant Act or Fact, it is their duty to divulge immediately Relevant Act or Fact, directly or through the Investor Relations Director, in case the information lose the control or in case of atypical oscillation in the quotes, price or amount dealt of the Company‘s Securities (CVM Instruction nº 358/02, article 6th , unique paragraph).
13. Request of Confidentiality Maintenance together CVM
The Administrators and Controlling Stockholders could submit to CVM their decision of, exceptionally, maintain confidentiality of Relevant Acts or Facts which divulgation they understand could configure risk manifest to legitimate interest of the Company (CVM Instruction nº 358/02, article 7th).
IV – Final Dispositions
1. Responsibility of the Director of Relation with Investors concerning the Divulgation Policy follow up
The Investor Relations Director of the Company is the responsible person for executing and doing the follow up of the divulgation policy and use of information
2. Manual Alteration
This Manual was approved by the Company‘s Administrative Council, in a meeting held on July 30th, 2002, and any change or revision must be submitted to the same Council.
3. Third Part Responsibility
The provisions of the current Manual don‘t eliminate the responsibility, resulting from legal and regulatory prescriptions, imputed to third parts not straight connected to the Company and that have knowledge of Relevant Act or Fact.
Annex I – Definitions
The terms and expressions listed as follow, when used in this Manual, will have the following meaning:
Controlling Stockholders or Controlling Company
The stockholder or group of stockholders bound by stockholders agreement or under common control that performs the control power of the Company, in terms of the Law n.º 6.404/76 and its ulterior changes.
The directors and members of the administrative council, titular and substitutes, of the Company.
The stock markets in which the securities emitted by the Company be admitted for trading, in the Country or overseas.
The current Manual of Relevant Act or Fact divulgation Policy.
Companhia de Tecidos Norte de Minas – COTEMINAS
The members of the Company‘s fiscal council, titular and substitutes, elected according to deliberation of Ordinary General.
The Securities Commission.
Investor Relations Director
The director of the Company responsible for rendering information to the public investor, to CVM and Stock Market or organized over-the-counter market entity, as well as for updating the Company‘s record.
Employees and Executives with access to Relevant Information
The employees of the Company due to their function or position in the Company have access to any Privileged Information.
Privileged Information or Relevant Information
Every Relevant Information related to the Company capable of influence ponderously in the Securities quotatio and yet not divulged to the investor public.
CVM Instruction nº 358/02
the CVM Instruction nº 358, of January 03rd , 2002, that disposes about the divulgation and use of information about Relevant Act or Fact concerning the open companies.
Organs with Technical or Consulting Functions
The Company‘s organs created by its statute, with technical functions or designated to advise their administrators.
The people who maintain the links indicated as follow, with directors, members of the administrative council, Fiscal Councilors and members of the Organs with Technical or Consulting Functions of the Company: (i) the spouse, who is not judicially separated , (ii) the companion; (iii) any dependent included in the annual income tax declaration and (iv) the companies controlled directly or indirectly, being by the administrators and similars, or by the People Linked.
The companies where the Company has participation, with 10% (ten per cent) or more, without controlling them.
The companies in where the Company, directly or through others controlled, is the titular of partner rights which assure it, permanently, preponderance in the corporate resolutions and the power to elect the majority of the administrators.
Adhesion term to the current Manual, is the document to be firmed according to the article 16, § 1st of CVM Instruction nº 358/02.
The expression “Securities” is used in this Manual covering any stock, debentures, subscription bonus, Subscription receipts and rights, promissory notes, Buy and Sell options, indexes and derivatives of any kind or, yet, any other titles or contracts of common investments emitted by the Company, or to them referenced, by legal determination, be considered security.
Anex II -ADHESION TERM
TO THE MANUAL OF RELEVANT ACT OR FACT DIVULGATION POLICY OF
COMPANHIA DE TECIDOS NORTE DE MINAS – COTEMINAS
By the present instrument, ______________________________________, resident and domiciled in ____________________________________, _________________________________________, inscribed at Finance Ministry Registration of Natural Person under nº __________________ is bearer of Identity Card nº ________________SSP/__, from now on denominated simply “Declarant”, in the quality of [indicate the job, function or relation with the company] of COMPANHIA DE TECIDOS NORTE DE MINAS – COTEMINAS , limited liability corporation with headquarters at 4000, Av. Magalhães Pinto, in Montes Claros-MG, inscribed at Finance Ministry Registration of Legal Entity (CNPJ) under nº 22.677.520/0001-76, from now on denominated simply “Company”, comes, through this Adhesion Term, declare to have full knowledge of the rules established in the Company‘s Manual of Relevant Act or Fact Divulgation (“Manual”), which copy received, disciplines the internal policy concerning the use and divulgation of Relevant Information, obliging itself to list its actions always according to such rules.
The Declarant firms the present Adhesion Term in 3 (três) copies of the same tenor and shape, in the presence of 2 (two) witnesses below signed.
I – Purposes and Scope of Trading Policy
This Manual also lists the policies that will govern, according to the limits provided by law, the trading of Securities, under the terms of CVM Instruction nº 358/02. Such rules also try to allow correct trading of Securities issued by Company.
The rules of this Trading Policy define those periods when persons who have executed the Adherence Term must, directly or indirectly, avoid trading Securities issued by the Company, in order to prevent doubts about unlawful use of Relevant Information non disclosed to the public.
Restrictions contained in this Trading Policy do not apply to trading performed by investment funds, from which persons who executed the Term of Adherence are holders, provided that:
- investment funds are not exclusive; and
- trading decisions made by fund administrator may not be influenced by quota holders.
II – Black-out Period
The Investor Relations Officer (“IRO”) is granted the right to determine periods of time when the Company, its Controlling Shareholders, direct or indirect, Administrators, Members of Fiscal Council, Employees and Executives with access to Relevant Information, as well as the members of other groups with Technical or Consulting Functions in the Company, must avoid trading of Securities (called Black-Out Period), provided the dispositions of item V below of this Trading Policy.
Those persons who have executed the Term of Adherence must avoid trading their shares in the periods when, due to communication of the Director of Investor Relations, the blackout period is determined. The IRO is not liable to motivate the decision of a blackout period, which must be treated as confidential by its addressee.
Same obligations will apply to those who, due to his/her function, position or job in Controlling Companies, may have the knowledge of any piece of information about the Relevant Act or Fact about the Company, and have executed the Term of Adherence.
III – Trading through Accredited Securities Dealers
In order to assure trading standards adequate with Company´s Securities, it is necessary to inform that those who adhere to this Trading Policy commit to accept the system adopted by the Company, through which trading by them and by the Company itself will only be performed when intermediated by Accredited Securities Dealers, duly appointed by IRO, who will communicate adequate updates.
Those who adhere to this Trading Policy also accept that, for purposes of determining the Black-Out Period, the IRO has full powers to communicate the Accredited Securities Dealers and suspend any order of purchase or sale of shares, and resuming them to normal operations without the need to give reasons to their decision.
IV – Restrictions to Trading in case of Pending Compliance with Relevant Act or Fact Disclosure Policy
On the cases below, trading of Securities by the Company is prohibited to Administrators, Controlling Shareholders, direct or indirect, members of the Fiscal Council, Employees and Executives with access to Relevant Information and members of other groups with Technical or Consulting Functions in the Company, and even by whoever that may, due to a job, position of function in Controlling Companies, have executed the Term of Adherence and have knowledge of information about any Relevant Act or Fact of the Company:
a. when any Relevant Act or Fact for Company´s businesses, and about which those above mentioned have knowledge;
b. when the merger, total or partial split-up, statutory transformation or reorganization are intended;
c. only in relation to Controlling Shareholders, direct or indirect, and to Administrators, when option or injunction is granted for acquisition or sale of shares issued by the Company itself; and
d. if persons above identified are knowledgeable of relevant information of any other company not yet disclosed, which may potentially interfere with quotation of Company´s Securities; included in this event Company´s subsidiaries, controlled companies, affiliated companies, competitors, suppliers and clients of the Company.
The Company, Administrators, Controlling Shareholders, direct or indirect, members of the Fiscal Council, Employees and Executives with access to Relevant Information and members of other groups with Technical or Consulting Functions in the Company, and even by whoever that may, due to a job, position of function in Controlling Companies, have executed the Term of Adherence, must see that their commercial contacts and those with whom they have commercial, professional or trust relationships do not trade Securities when they have access to Privileged Information.
Above prohibitions do not apply to operations with treasury shares, through private trading, restricted to the exercise of purchase and sale according to granting plan of call option approved by Company´s general meeting, and eventual repurchase of these shares by the Company, also through private trading.
Prohibitions set forth on sub items “a” and “b” above will not be effective as soon as the Company discloses the Relevant Act or Fact to the market, except if trading with Company´s shares by persons above mentioned, after disclosing of Relevant Act or Fact, may interfere with business status of Company, prejudice Company´s shareholders or the Company itself.
Restrictions to trading provided in this Section, sub item “c” above do not apply to Administrators, Controlling Shareholders, direct or indirect, Tax Directors, Employees and Executives with access to Relevant Information, and to members of other Bodies with Technical or Consulting Functions in the Company, from the execution date of Term of Adherence (CVM Instruction nº 358/02, Article 13, Paragraph 7), when they perform operations in the scope of this Trading Policy, provided that such trading do not occur in the same date as those performed by the Company itself in the scope of the repurchase program.
When trading in the scope of Trading Policy, and to take advantage of the benefit hereby established under the terms of CVM, above persons must choose the long-term investment form (minimum term of 12 months), complying with at least one of following characteristics:
a. share subscription or purchase through the exercise of options granted in the form of a call option plan approved by the general meeting;
b. use of variable remuneration paid as profit share to acquire Company´s Securities; or
c. Administrators, Controlling Shareholders (direct or indirect), members of Fiscal Council, Employees and Executives with access to Relevant Information, or any member of other groups with Technical or Consulting Functions in the Company must perform Individual Investment Programs below.
Individual Investment Programs
An Individual Investment Program is the individual plan for the acquisition of Securities, which are filed at Company´s principal office, and by which the Administrators, Controlling Shareholders (direct or indirect), members of Fiscal Council, Employees and Executives with access to Relevant Information, as well as the members of other Bodies with Technical or Consulting Functions in the Company, have indicated their intention to invest their own resources, at long term in Securities issued by the Company.
For such purpose, the Individual Investment Program must contain certain dispositions that prevent the use by investor of Privileged Information for his/her own benefit, directly or indirectly, and therefore must be drafted in a way that the purchase or sale of Securities decision by the investor may not be made after the knowledge of Privileged Information, and the owner of the Individual Investment Plan may not exert such influence if there is any non-disclosed Relevant Fact pending. The Individual Investment Program must be filed for more than 30 days with the IRO, indicating the approximate volume of resources that the interested party intends to invest, or the number of Securities that the interested party intends to acquire, during the term of the Individual Investment Program established by the interested party, not lower than 12 months, at the end of which the interested party must submit a summary report about the respective development.
Except for events of default, duly justified in written, the Securities acquired based on the Individual Investment Plan cannot be sold before 90 days from the acquisition date.
Persons responsible for non-compliance with any disposition of this Trading Policy are liable to reimburse the Company and/or third parties, integrally without limitation, for all damages that the Company and/or third-parties may suffer and that may result, directly or indirectly, from such non-compliance.
V – Prohibition of Trading during Special Periods
The Company, Controlling Shareholders (direct or indirect), Administrators, members of Fiscal Council, Employees and Executives with access to Relevant Information and members of other Bodies with Technical or Consulting Functions in the Company, and whoever may, due to a job, position of function in Controlling Companies, have the knowledge of information about any Relevant Act or Fact about the Company, and have executed the Term of Adherence, may not trade, besides other events provided by applicable regulations, Securities of the Company for a period of 15 days prior to disclosure or publication, as the case may be, of:
a. Company´s quarterly information (ITR); and
b. Company´s annual financial statements (DFP).
The Company many not trade with its own shares during periods prohibited by this Trading Policy and by the CVM Instruction nº 358/02.
VI – Prohibition of Deliberation about Acquisition or Sale of Shares Issued by the Company
The Company´s Board of Directors may not rule the acquisition or sale of shares issued by the Company itself before it is considered an open company, through publication of Relevant Act or Fact with information about:
a. cexecution of any agreement or contract for the transfer of controlling interest of the Company; or
b. granting of option or injunction with the purpose of transferring Company´s controlling interest; or
c. existence of intention to promote merger, total or partial split-up, statutory transformation or reorganization.
VII – Prohibition of Trading Applicable to Former Administrators
Former Administrators who leave the Company before public disclosure of business or fact started during his/her period of management may not trade Company´s Securities:
a. for the period of six months after leave; or
b. until disclosure by the Company of the Relevant Act or Fact to the market, except if in this second event, trading with Company´s shares after disclosing of Relevant Act or Fact, may interfere with business status of Company, prejudice Company´s shareholders or the Company itself.
From above mentioned events, the event that occurs first will have precedence.
VIII – Final Provisions
- Responsibility of the Investor Relations Officer as to follow-up Disclosure and Trading Policy
- Expiry Date and Changes to Manual
- Third-Party Responsibility
The Company’s Investor Relations Officer is the person responsible for performance and follow-up of disclosure and use of information policy and for the trading policy.
The Company´s Board of Directors, in a meeting held on December 3, 2010, approved this Manual and any changes or reviews must be submitted to that same Board, and communicated to CVM and Stock Exchanges. This Manual is effective on the date of its approval by the Board of Directors and remains effective at will, until contrary deliberation, provided dispositions of applicable regulation.
The dispositions of this Manual do not interrupt the responsibility resulting from legal and regulation dispositions, ascribed to third parties not directly related to the Company, and that may have the knowledge of a Relevant Act or Fact.