Our Governance

Tegma Governance Spheres

Tegma has corporate governance, which in addition to encompassing control and planning, entails looking at the Company’s past and future.

Tegma’s corporate governance provides its stakeholders with all information and data, in a clear manner, so that they can easily assess our performance and verify its alignment with growth strategies.

The Board of Directors, of course, is aware of the entire Company, but the various governance bodies created by Tegma allow this collegiate deliberative body to focus its attention on planning the Company’s future.

Our governance aims to increase control over our activities and uses the Code of Ethics and Conduct as one of its supporting tools, which is widely publicized in order to express and restate our business behavior.

	Board of Directors	Audit Committee	Management, People and Governance Committee	Fiscal Committee	Administration
Murilo Cesar Lemos Passos
Mário Sérgio Moreira Franco
Orlando Machado Júnior
Fernando Luiz Schettino Moreira
Evandro Luiz Coser
Décio Carbonari de Almeida
Nivaldo Tuba
Ramón Pérez Arias Filho
Tarcísio Francisco Felisardo
Mauro Stacchini Jr.
Rubens Barletta
Marco Tulio Clivati Padilha
Fernando dal Murcia
Vanessa Claro Lopes
Mário Bardella Júnior
José Alfredo de Freitas

Independent member
Chairman of the Board of Directors
Appointed by Minority Shareholders

To access the profile of each member, click here.

Governance Documents

Governance Factsheet

Board of Directors

Fiscal Council

Audit Committee

Management, People and Governance Committee

Governance practices, codes and policies

Integrity

Accounting and compliance

Shareholders' Rights

Number of Board Members	6
Number of Independent Members	2/6
Independent Chairman and CEO	Yes
Number of women members	0/6
Major leadership as Chairperson?	Yes
Board Election	Biannual
Internal Regulations for the Board of Directors’ Committees	No
Number of meetings in 2020	16
Secretary of the Board of Directors	No
Annual Board Assessment	No
Can members be board members in other companies?	Yes

Number of Independent Members	1/3
Number of meetings in 2020	10

Number of Independent Members	1/3
Number of meetings in 2020	10

Corporate governance guidelines approved by the Board	Yes
Permanent Fiscal Council	No
Member of the New Market segment at B3 S.A. – Brasil, Bolsa e Balcão	Yes
Member of the Corporate Sustainability Index (ISE) at B3 S.A. – Brasil, Bolsa, Balcão	No
Professional management: Independent Officers and Board of Directors	Yes
Code of Ethics and Conduct	Yes
Code of Conduct for Suppliers	Yes
Ethics Committee	Yes
Risk Committee	No
Remuneration Policy	No
Risk Management Policy	No
Income Allocation Policy	No
Policy for appointing members for the board of directors, its advisory committees and statutory board;	No
Long-Term Incentive Policy (ILP)	No
Policy for Contracting Extra-audit Services	No
Substantial Fact Disclosure Policy	Yes
Related Party Transactions Policy	No
Securities Trading Policy	Yes
Contributions and Donations Policy	No

Is there a designated person in the company who is responsible for managing compliance and ethics issues, as well as potential conflicts of interest?	The company has a Chief Compliance Officer who is responsible for these issues.
External Reporting Channel	Yes
Does the company have a policy/statement against political contributions or does it report its political contributions?	No
Is there any criminal convict among the company’s managers or board members?	There are no criminal convicts among the company’s managers or board members.

Number of nominees by minority shareholders	1/3
Number of meetings in 2020	4

Does the company have updated and complete accounting records? Have there ever been any accounting problems?	The company’s accounting records are updated and complete. The company has never had any accounting problems.
Who are the auditors? When were they last changed?	The auditors are BDO RCS Auditores Independentes S/S. KPMG was changed in March/2020.

Is there equality between voting rights? Is there a controlling shareholder? Are there any shareholder disputes?	The company has only one category of shares, with the same voting rights. Three controlling shareholders (MOPIA: 24.1%; CABANA: 7.3%; COIMEX: 20.0%). The Company has never had any disputes among shareholders.
Free Float	48%
Tag along (100%)	Yes
Poison Pill	No