Overview

B3’s shareholder meetings are convened at least a fortnight in advance on first call and eight days in advance on second call. Ordinary general meetings are held at least once a year, providing an opportunity for management to present a full activities and financial report to shareholders and for shareholders to express their views. OGMs and EGMs have the following powers in addition to those specified in the applicable legislation and in the company’s Bylaws:

• Deliberating on the appropriation of annual earnings and their distribution to shareholders;
• Approving grants of incentive stock options or the issuance of stock to executives and employees of the company and its subsidiaries and affiliates;
• Approving strategic decisions.

In recent years, B3, in line with its commitment to best practices, has made available manuals for participation in its assemblies, providing all the necessary information for its shareholders to thoroughly analyze all the issues to be discussed. Additionally, it has also adopted electronic platforms to facilitate shareholder participation.

B3 is governed by a Board of Directors and an Executive Board. The members of the Board of Directors are elected every two years by an Ordinary General Meeting and they elect the Chief Executive Officer in an internal meeting of their own to assure management alignment with the company’s strategic and shareholder value objectives.

It is important to note that members of the Board of Directors cannot be elected to the Executive Board or appointed to manage any of B3’s subsidiaries and affiliates.

With a minimum of 7 and a maximum of 14 members, most of whom are independent, the Board of Directors is responsible for setting and overseeing global strategies and for supervising internal control systems, especially with regard to risk management.

B3’s board of directors members are:

• Caio Ibrahim David – Chairman (Independent and Unbound Director)
• Florian Bartunek – Vice-Chairman (Independent and Unbound Director)
• André Guilherme Cazzaniga Maciel – Member (Independent and Unbound Director)
• Claudia de Souza Ferris – Member (Independent and Unbound Director)
• Claudia Farkouh Prado – Member (Independent and Unbound Director)
• Claudia Politanski – Member (Independent and Unbound Director)
• Cristina Anne Betts – Member (Independent and Unbound Director)
• José de Menezes Berenguer Neto – Member (Independent and Unbound Director)
• Rachel Ribeiro Horta – Member (Independent and Unbound Director)
• Mauricio Machado de Minas – Member (Independent)
• Pedro Paulo Giubbina Lorenzini – Member (Independent)

The company currently has an Integration Committee, an Audit Committee, a Corporate Governance and Nomination Committee, a Product and Pricing Committee, a Compensation Committee, a Risk and Financial Committee, a Securities Intermediation Industry Committee, an Issuer Regulation Committee, an IT Committee, and a Chamber Services Management Committee reporting to the Board of Directors. All members of these committees serve two-year terms. Their function is to advise the Board of Directors.

Besides the committees that assist the Board, two committees have been created to reinforce B3’s corporate governance in its management strategy: the Code of Conduct Committee, and the Sustainability Committee. The members of both committees serve one-year terms.

For better knowledge of the composition of the Advisory Committees to the Board of Directors and for more details on the activities of the Avisory Committees, the Board of Directors, Advisory Boards and Commissions click here.

Appointed by the Board of Directors, B3’s Executive Board consists of the Chief Executive Officer and eight other executives. It implements the strategic guidelines established by the Board of Directors and monitors results. It also establishes guidelines of its own for B3’s operational, socio-economic and sustainability-related activities, as well as performing within its remit all the activities necessary for the organization to function properly.

The company also has a number of committees that assist the Chief Executive Officer. These advisory committees to the CEO cover such fields as Agribusiness, Markets and Regulations. Most important is the Market Risk Technical Committee, whose main remit is to analyze the macroeconomic outlook and its effects in terms of risk on the markets in which the company operates.

The members of the Executive Board are:

• Gilson Finkelsztain – Chief Executive Officer
• Viviane Basso Vice President of Operations – Issuers, Depository, and OTC
• Mario Palhares – Vice President of Operations – Electronic Trading and Central Counterparty
• Rodrigo Antônio Nardoni Gonçales – Vice President of Technology
• Marcos Vanderlei Belini Ferreira – Vice President of the Infrastructure Financing Unit
• Ana Buchaim – Vice President of People, Marketing, Communication, Sustainability, and Social Investment
• Luiz Masagão Ribeiro Filho – Vice-President of Products and Clients
• André Veiga Milanez – Chief Financial, Corporate and Investor Relations Officer
• Eduardo Farias – Executive Director of Governance, Integrated Management, and Cybersecurity
• Silvia Maria de Almeida Bugelli Valença – Executive Legal Director

B3 places great emphasis on the value of its employees and best corporate practice. Its activities aim to promote citizenship and democracy and to foster social and economic inclusion, especially for the most vulnerable segments of the population.

The B3 Code of Conduct, which applies to B3 and its subsidiaries and affiliates, establishes rules to avoid conflicts of interest, encompassing relationships with internal and external stakeholders, the treatment of privileged information, and securities trading. Adhesion to the Code of Conduct is signed by all employees.

With regard to stakeholders – shareholders, brokerage houses, listed companies, government, investors, analysts and suppliers – B3 maintains mechanisms designed to assure a successful business performance and is committed to encouraging market participants to pursue best practice in corporate governance.