Opinion of Amec – The advances regarding Investors´ Responsibilities Complaining is easy. We often see investors publicly complaining about their rights before the CVM (Brazilian Securities and Exchange Commission) or in relation to the companies. But so that these complaints are credible, a question must be made. In addition to claiming for their rights, have investors been complying with their obligations? Changes to the dates of Amec´s meetings We communicate the following changes to the dates of Amec´s future meetings: Joint meeting of the Executive Board and the Advisory Board – scheduled to take place on August 1st, at 5.30 pm, at Amec´s headquarters. Technical Committee Meeting – scheduled to take place on July 31st, at 5.30 pm, at Anbima´s headquarters in Rio de Janeiro and São Paulo. Foreigners Committee Meeting – scheduled to take place on August 7th, at 12 pm, via conference call. Amec participates in OECD´s Latin American Roundtable On June 19th, 20th and 21st, OECD – Organization for Economic Cooperation and Development – promoted the Latin American Roundtable on Corporate Governance, in Quito, capital city of Ecuador. Amec´s CEO, Mauro Rodrigues da Cunha, was directly invited by OECD to participate in the event. Task Force on Related Party Transactions requests additional contributions for the debate The Task Force on Related Party Transactions was established in 2011 aimed to carefully examine the reality of such transactions in Latin America. Over the past years, participants have contributed with comments about their respective countries, leading to the publishing of a specific report on the topic, available at here. Amec participates in ICGN´s annual conference Amec was present in ICGN´s (International Corporate Governance Network) annual conference held in New York, from June 26th to 28th, invited by the TIAA-CREFF pension fund. ICGN is a global organization with more than 500 members and present in 50 countries, which mission is to raise standards of corporate governance worldwide. Most of ICGN´s members are institutional investors representing management funds totaling US$ 18 trillion. The scope and expertise of ICGN´s members in investments, businesses and policies covers all global markets. In addition to Amec, the Brazilian delegation also included representatives from IBGC, Previ, Mesa, Cemig, CPFL, Valid, and Petrobrás. ICGN launches Global Network of Shareholders Associations One of the most important moments during ICGN Conference was the launch of the Global Network of Shareholders Associations. The network´s objective is to gather associations from several countries that advocate for minority shareholders´ interests. The idea was emerged from a debate between Amec´s CEO and ICGN´s Acting Head of Secretariat, Kerrie Waring, in the beginning of the year. Apart from Amec, associations from the United States (CII), the Netherlands (Eumedion), Australia (ACSI and AIST), Canada (NAPF), Asia (AGCA), and Italy (Assogestioni) were also present in the opening event. The perspectives on a joint work are very promising. Yet during the first meeting, the concurrence of the agendas was clearly noticed. Amec and Eumedion, for example, identified a common topic regarding the end of the proportional consolidation of balance sheets, which both entities are contrary to. (see article below) IFRS 10 pronouncement establishing the end of the partial consolidation causes polemic Amec prepared two President Letters related to the IFRS (International Financial Reporting Standards) 10, 11 and 12 pronouncements, which establish the end of the partial consolidation. The President Letters 07/13 was submitted to CVM suggesting that the regulatory body issues, on an urgent basis, a CVM Opinion so that companies publish their financial statements according to the proportional consolidation method as complementary information to their financial statements according to the IFRS. Amec also submitted the President Letters 07B/13 to IABS, prepared based on the previous letter, in support to Eumedion, a highly regarded entity in Europe that has already manifested its contrary position to the issuing of IFRS 10, 11 and 12. Find below the links to access President Letters President Letters 07/13 submitted to CVM – click here. President Letters 07B/13 submitted to IASB – click here. click here. Amec supports CII request for majority voting in US companies Another important result achieved with the creation of the Global Network of Minority Shareholders Associations was the identification of an important request by the Council of Institutional Investors (CII): that US Stock Exchanges grant registration only to companies that follow the majority voting rule for positions in their Boards of Directors. Contrary to most countries, a board member can be elected with a minor portion of favorable votes, thus creating the so-called "zombie board members." CII has been seeking support for this request and, in its meeting held on July 4th, Amec´s Executive Board decided that the association will be supporting the initiative. Read more about "zombie board members" at here. CVM responds to Amec´s request and extends the deadline of the public hearing about mergers, split-ups and takeovers. The Executive Board submits suggestions. Amec submitted suggestions to the public hearing SDM N° 04/13 – Proposal on regulations for mergers, split-ups, takeovers and mergers of shares involving issuers of securities registered under category A, a highly sensitive issue for the entity´s members that has been subject to a number of discussions in the market. To access President Letters 08/2013 with Amec´s suggestions, click here. After Amec´s request, formalized in a letter sent to CVM´s Office of the Superintendent of Market Development last month, the deadline of the public hearing SDM N° 04/13 was extended to July 22nd, 2013. Brazilian Takeover Panel begins operating in August. The Brazilian Takeover Panel (Comitê de Aquisições e Fusões – CAF)* begins operating in August. It aims to secure the compliance of equitable conditions in public tender offers and restructurings that involve Brazilian publicly-traded companies which, based on a self-regulation model, have decided to submit to the body. Association submits new contribution to CVM Public Hearing – SDM 03/2013 In an amendment to the letter as of June 14th with Amec´s contributions to CVM Public Hearing – SDM 03/2013, and considering the extension of the deadline for the sending of suggestions to May 29th, the entity submitted to CVM the additional contribution regarding the need of warning publicly-held companies that the Reference Form does not eliminate the need of preparing the Annual Report. Amec´s associates have identified companies that, with the advent of the Reference Form, have not prepared their Annual Reports. In the associates´ opinion, they are distinct documents once the Reference Form is a highly detailed document, what means that many times users are not able to find the most relevant pieces of information in it. Yet the Annual Report is a summary of the fiscal year´s most relevant topics that helps investors have a better understanding of the company, and that does not bring so many details as those reported in the Reference Form. Such understanding was reflected in Codim no 10 Pronouncement, subscribed by all the entities that participate in it: here. Accordingly, Amec suggested that CVM should include, in the review of Instruction 480, an explicit mention of the need of publishing the Annual Report separately from the Reference Form. APIMEC SP - IX Preparatory Course for CNPI [National Certification for Investment Professionals] Examination Dates: August and September, 2013 Hour: from 7pm to 10pm Venue: APIMEC SP´s headquarters (R. Libero Badaró, 300 – 2° Andar - SP/SP) Prices: APIMEC´s associates – R$1.800,00 Supporting entities´ associates – R$3.000,00 Non associates – R$3.600,00 Information and enrollment: by July 26th by email eventos@apimecsp.com.br or phone: (11) 3107–1571