Corporate Governance

(102-18, 102-18a and 102-18b and 102-20)

We have adopted a governance structure guided by transparency and our set of values, as well as the best practices of relationship with our shareholders and other stakeholders.

Segment

Basic, listed on B3 since 1977.

Tagalong ¹

100% for common and preferred shares. (102-25)

Board of Directors

(102-22 and 102-24) 5 members elected pela Shareholders Meeting, with unified term of office of two years, re-election permitted.

20% are independent members, with Shareholder representation (controlling block).

Non-executive function.

Dividend Distribution

25% of adjusted net profits and in equality of conditions for both common and preferred shares. (102-25)

Annual Events Calendar

Annual publication since 2011.

Board of Executive Directors

5 members elected by the Administrative Council. (102-23)

No accumulation of positions between the CEO and the Chairman of the Board.

Unified term of office of two years, re-election permitted.

Executive function.

¹ Mechanism provided for in the Corporation Law with the purpose of giving minority shareholders greater guarantees in case of a change in the Company’s control.

In 2018, we structured the Sustainability Committee to strengthen and ensure the evolution of the theme in our business, involving the leaders in this process.

To learn about the corporate governance structure and the leadership bodies members’ profile, access the full version of this publication at http://www.relatorioanualirani.com.br/2019/.

Management’s remuneration

2016 2017 2018
Management compensation, excluding mandated social charges (in R$ ‘000) 6,699 13,271 10,433

Additional information on the compensation are found at our Reference Form:

http://www.irani.com.br/ri/informacoes-financeiras/arquivos-cvm/

Corporate Structure

Capital stock totaled 161,894,847.81, divided into 166,720,235 shares, of which 92 % were common (ON: R$ 2,95 share) and 8% preferred (PN: R$ 2,90 share)

Policies

(102-19, 102-20 and 102-25)

Our corporate policies govern decisions of the controlling shareholder, resolutions of the General Meeting or of the management bodies, and restrictions for the negotiations with our shares in certain periods:

Disclosure and Use of Information Policy:
http://www.irani.com.br/ri/governanca-corporativa/politica-de-negociacao-de-valores-mobiliarios/

Securities Trading Policy:

http://www.irani.com.br/ri/informacoes-financeiras/arquivos-cvm/

For stakeholder transactions, we are guided by practices and market values and existing business operations, respecting the regulations applicable to each subject