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Novo Mercado

The Novo Mercado segment, in which São Martinho has been part since its IPO (Initial public offering) in February 2007, was established in 2000 and represents the highest standards of corporate governance for companies listed on B3, considering the special practices and commitments that allow the decision-making process of company management and controllers, the other shareholders and the market to be monitored more closely.

In September 2017, the Securities and Exchange Commission (CVM) approved a series of updates in the Novo Mercado regulations, which came into effect in 01/02/2018. Companies that are already listed in this segment will have until the date of the 2021 Ordinary General Meeting (OGM) to be fully compliant with all the requirements of the new version of the regulations.

In addition to companies in this segment only being able to issue common shares with voting rights, there are other specific rules that define the distinct aspects in the Novo Mercado segment, such as:

  • In the event that control is sold, all shareholders are entitled to sell their shares at the same price (100% tag along) assigned to the shares held by the shareholder with the controlling interest;
  • An Internal Audit department set up for Compliance and an Audit Committee (statutory or non-statutory);
  • If the company leaves the Novo Mercado, a tender offer (OPA) is held for its shares at fair value, and at least 1/3 of the holders of the outstanding shares must accept the OPA or agree to leave the segment;
  • The Board of Directors must be made up of at least two or 20% of independent members, whichever is greater, with a maximum single term of office of two years;
  • The company shall keep at least 25% of the outstanding shares (free float), or 15%, in the case of ADTV (average daily traded volume) in excess of R$ 25 million;
  • Structuring and disclosing the assessment process of the Board of Directors, its committees and the Board of Executive Officers;
  • The preparation and disclosure of policies on (i) remuneration; (ii) appointment of members of the Board of Directors, its advisory committees and the statutory Board of Executive Officers; (iii) risk management; (iv) Related Party transactions; and (v) the trading of securities, with minimum content (except for the remuneration policy);
  • Simultaneous disclosure, in English and Portuguese, of Material Facts, information on earnings and press releases on results.