PDA » Topics » Corporate Governance

These excerpts taken from the PDA 6-K filed Nov 13, 2009.

Corporate Governance

 

Following our listing on BM&FBovespa’s Novo Mercado, the high standards of corporate governance adopted have been instrumental in the growth of our businesses with the creation of shareholder value and returns. These are practices which are an integral part of the Company’s policy of sustainability and permeate the conduct of operations structured as a necessary part of the agreement with Sadia, the shareholders of the two companies benefiting from the synergies and the overall upside of the operation.

 

Corporate Governance

 

Following our listing on BM&FBovespa’s Novo Mercado, the high standards of corporate governance adopted have been instrumental in the growth of our businesses with the creation of shareholder value and returns. These are practices which are an integral part of the Company’s policy of sustainability and permeate the conduct of operations structured as a necessary part of the agreement with Sadia, the shareholders of the two companies benefiting from the synergies and the overall upside of the operation.

 

This excerpt taken from the PDA 6-K filed Aug 18, 2009.

Corporate Governance

 

Association Agreement with Sadia On May 19 2009, we signed an Association Agreement for implementing the unification of our operations with those of Sadia, as follows: (i) Incorporation of HFF on July 8 2009 through the merger by our Company of shares issued by HFF (capital representing the majority of shares of Sadia’s common shareholders), in accordance with the following exchange ratio: 1 common share issued by HFF for each 0.166247 common share of our own issue; (ii) the remaining shareholders of Sadia will migrate to BRF through the merger of shares issued by Sadia by our Company in accordance with the following exchange ratio: 1 common or preferred share issued by Sadia for each 0.132998 common share of our own issue. The dissenting shareholders of common shares issued by Sadia, on the occasion of the Sadia Merger, will enjoy the right of withdrawal pursuant to the law; and (iii) Concórdia Holding, controller of Concórdia Corretora and Concórdia Banco, is not a party to the Association and was therefore sold to the current controlling shareholders of Sadia prior to the Incorporation of HFF.

 

An Extraordinary General Meeting has been called to approve the merger of the shares held by Sadia’s shareholders, to take place on August 18 2009. With the completion of these stages in the Association, it is expected that all the shares issued by Sadia shall pass into our ownership. The Association is subject to approval by our shareholders and by those of Sadia as well as the anti-trust authorities, in such a way that our activities shall not be integrated with the activities of Sadia until the decision of the appropriate anti-trust organs is announced.

 

The Association conforms to our strategies for expanding our business in both the domestic and export markets and will permit complementary actions between the respective operations. In addition, we believe that the Association will create important advantages in terms of synergies and scale.

 

On June 30 2009, we announced a material fact informing that the Association had been approved by the European Union anti-trust authorities. The Association Agreement has been submitted for examination by the Brazilian anti-trust authorities (Administrative Council for Economic Defense — CADE, Economic Law Department — SDE and the Economic Monitoring Secretariat — SEAE). While the Association is being analyzed by the Brazilian anti-trust authorities, we and Sadia could be subject to

 

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certain specific obligations for maintaining market conditions unaltered, and agreed with the anti-trust authorities.

 

This excerpt taken from the PDA 6-K filed Jul 20, 2009.

CORPORATE GOVERNANCE IN THE COMPANY

 

We adopts best corporate governance practices based on a continual process of organizational improvement, translating into greater transparency, liquidity and confidence for its investors.

 

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FEDERAL PUBLIC DEPARTMENT

 

BRAZILIAN SECURITIES COMMISSION - CVM

CORPORATE LAW

ANNUAL INFORMATION – IAN – December 31, 2008

 

 

01.01 - IDENTIFICATION

 

1- CVM CODE

2- COMPANY NAME

3- GENERAL TAXPAYERS’ REGISTER

01629-2

PERDIGÃO S.A.

01.838.723/0001-27

 

The first company in the food sector to list on Bovespa’s Novo Mercado (2006), we complies strictly with listing regulations, among them, diffused control, protection mechanisms and equality of rights. Company data is given full disclosure in its investor relations website where information on its vision of sustainability and actions with respect to the theme can be found. The Company has adhered to Level C of GRI guidelines for the publication of this report in order to ensure that communication is even more transparent.

 

These excerpts taken from the PDA 6-K filed May 19, 2009.

Corporate Governance

 

Highlights Perdigão  was a winner of the IR Awards -  Best Corporate Governance category as the best company in corporate governance for the food and retail sector in the international market.

 

Corporate Governance

 

Highlights — Perdigão  was a winner of the IR Awards -  Best Corporate Governance category as the best company in corporate governance for the food and retail sector in the international market.

 

These excerpts taken from the PDA 6-K filed Mar 31, 2009.

CORPORATE GOVERNANCE

 

Awards Perdigão received the Silver Award for the Best Listed Companies for Shareholders, granted by Capital Aberto magazine in the Market Capitalization between R$ 5 and 15 billion category. A total of 86 companies were analyzed.

 

The ranking was prepared and executed in partnership with Consultoria Stern Stewart and under the guidance of Professor Alexandre di Miceli da Silveira, executive coordinator for FIPECAFI’s Center for Studies in Corporate Governance. The criteria analyzed are liquidity, the Company’s economic return (variation of EVA between 2006 and 2007), economic return on the share (Total Shareholder Return — Cost of Capital), Corporate Governance and Sustainability.

 

Perdigão was also awarded a further accolade: Value Creation — Food Sector — 2007 edition, awarded by Abrasca (Brazilian Association of Listed Companies).

 

CORPORATE GOVERNANCE

 

Best Corporate Governance Company - IR Magazine Awards 2008 voted Perdigão as the Best Company in Corporate Governance. In its third edition, the award also selected the Company

 

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among the best in the Annual Report and Conference Call categories. The IR Magazine Awards is the only survey conducted in Brazil, which involves investors and analysts in electing the best  shareholder communication and investor relations’ practices among IR executives and senior management in the brazilian market. The survey was conducted by the Getúlio Vargas Foundation — FGV.

 

The distinction awarded to the Company by the capital markets’ reflects the implementation of rules of a high standard of corporate governance, in line with Bovespa’s New Market (Novo Mercado) listing regulations. These accolades also reflect the Company’s diffused control, mechanisms for protection and equal rights for shareholders, Perdigão always seeking to create value with maximum transparency and liquidity, in addition to providing the bedrock for growth in the businesses based on economic-financial, social and environmental sustainability.

 

CORPORATE GOVERNANCE

 

Best Corporate Governance Company - IR Magazine Awards 2008 voted Perdigão as the Best Company in Corporate Governance. In its third edition, the award also selected the Company among the best in the Annual Report and Conference Call categories. The IR Magazine Awards is the only survey conducted in Brazil, which involves investors and analysts in electing the best  shareholder communication and investor relations’ practices among IR executives and senior management in the brazilian market. The survey was conducted by the Getúlio Vargas Foundation — FGV.

 

The distinction awarded to the Company by the capital markets’ reflects the implementation of rules of a high standard of corporate governance, in line with Bovespa’s New Market (Novo Mercado) listing regulations. These accolades also reflect the Company’s diffused control, mechanisms for protection and equal rights for shareholders, Perdigão always seeking to create value with maximum transparency and liquidity, in addition to providing the bedrock for growth in the businesses based on economic-financial, social and environmental sustainability.

 

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FEDERAL PUBLIC DEPARTMENT

 

 

BRAZILIAN SECURITIES COMMISSION – CVM

 

 

ITR – Quarterly Information

June 30, 2008

CORPORATE LAW

COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS

 

 

Restatement by Exigency CVM Nº 20/2009

 

 

 

01629-2 – PERDIGÃO S.A.

01.838.723/0001-27

 

08.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER

 

CORPORATE GOVERNANCE

 

Awards Perdigão received the Silver Award for the Best Listed Companies for Shareholders, granted by Capital Aberto magazine in the Market Capitalization between R$ 5 and 15 billion category. A total of 86 companies were analyzed.

 

The ranking was prepared and executed in partnership with Consultoria Stern Stewart and under the guidance of Professor Alexandre di Miceli da Silveira, executive coordinator for FIPECAFI’s Center for Studies in Corporate Governance. The criteria analyzed are liquidity, the Company’s economic return (variation of EVA between 2006 and 2007), economic return on the share (Total Shareholder Return — Cost of Capital), Corporate Governance and Sustainability.

 

Perdigão was also awarded a further accolade: Value Creation — Food Sector — 2007 edition, awarded by Abrasca (Brazilian Association of Listed Companies).

 

These excerpts taken from the PDA 6-K filed Mar 25, 2009.

CORPORATE GOVERNANCE

 

Sustainability Our work in the Company is focused on sustainability, a proven success over our 74 years of corporate history of incessantly enhancing our intangible assets — major competitive differentials which contribute strongly towards meeting our objectives. With the involvement of all, we believe that it is possible to harmonize sustainability supported on three pillars: economic-financial, social and environmental.

 

With this purpose in mind, from this year onwards the Company is to adhere to GRI — Global Reporting Initiative guidelines for the publication of its annual report.

 

CORPORATE GOVERNANCE

 

Sustainability – Our work in the Company is focused on sustainability, a proven success over our 74 years of corporate history of incessantly enhancing our intangible assets – major competitive differentials which contribute strongly towards meeting our objectives. With the involvement of all, we believe that it is possible to harmonize sustainability supported on three pillars: economic-financial, social and environmental.

 

With this purpose in mind, from this year onwards the Company is to adhere to GRI – Global Reporting Initiative guidelines for the publication of its annual report.

 

CORPORATE GOVERNANCE

 

Sustainability Our work in the Company is focused on sustainability, a proven success over our 74 years of corporate history of incessantly enhancing our intangible assets — major competitive differentials which contribute strongly towards meeting our objectives. With the involvement of all, we believe that it is possible to harmonize sustainability supported on three pillars: economic-financial, social and environmental.

 

With this purpose in mind, from this year onwards the Company is to adhere to GRI — Global Reporting Initiative guidelines for the publication of its annual report.

 

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This excerpt taken from the PDA 6-K filed Dec 2, 2008.

CORPORATE GOVERNANCE

 

Awards – Perdigão received the Silver Award for the Best Listed Companies for Shareholders, granted by Capital Aberto magazine in the Market Capitalization between R$ 5 and 15 billion category. A total of 86 companies were analyzed.

 

The ranking was prepared and executed in partnership with Consultoria Stern Stewart and under the guidance of Professor Alexandre di Miceli da Silveira, executive coordinator for FIPECAFI’s Center for Studies in Corporate Governance. The criteria analyzed are liquidity, the Company’s economic return (variation of EVA between 2006 and 2007), economic return on the share (Total Shareholder Return – Cost of Capital), Corporate Governance and Sustainability.

 

Perdigão was also awarded a further accolade: Value Creation – Food Sector – 2007 edition, awarded by Abrasca (Brazilian Association of Listed Companies).

 

These excerpts taken from the PDA 6-K filed Nov 12, 2008.

CORPORATE GOVERNANCE

 

Awards Perdigão received the Silver Award for the Best Listed Companies for Shareholders, granted by Capital Aberto magazine in the Market Capitalization between R$ 5 and 15 billion category. A total of 86 companies were analyzed.

 

The ranking was prepared and executed in partnership with Consultoria Stern Stewart and under the guidance of Professor Alexandre di Miceli da Silveira, executive coordinator for FIPECAFI’s Center for Studies in Corporate Governance. The criteria analyzed are liquidity, the Company’s economic return (variation of EVA between 2006 and 2007), economic return on the share (Total Shareholder Return – Cost of Capital), Corporate Governance and Sustainability.

 

Perdigão was also awarded a further accolade: Value Creation – Food Sector – 2007 edition, awarded by Abrasca (Brazilian Association of Listed Companies).

 

CORPORATE GOVERNANCE

 

Awards – Perdigão received the Silver Award for the Best Listed Companies for Shareholders, granted by Capital Aberto magazine in the Market Capitalization between R$ 5 and 15 billion category. A total of 86 companies were analyzed.

 

The ranking was prepared and executed in partnership with Consultoria Stern Stewart and under the guidance of Professor Alexandre di Miceli da Silveira, executive coordinator for FIPECAFI’s Center for Studies in Corporate Governance. The criteria analyzed are liquidity, the Company’s economic return (variation of EVA between 2006 and 2007), economic return on the share (Total Shareholder Return – Cost of Capital), Corporate Governance and Sustainability.

 

Perdigão was also awarded a further accolade: Value Creation – Food Sector – 2007 edition, awarded by Abrasca (Brazilian Association of Listed Companies).

 

These excerpts taken from the PDA 6-K filed Aug 1, 2008.

CORPORATE GOVERNANCE

 

Best Corporate Governance Company - IR Magazine Awards 2008 voted Perdigão as the Best Company in Corporate Governance. In its third edition, the award also selected the Company among the best in the Annual Report and Conference Call categories. The IR Magazine Awards is the only survey conducted in Brazil, which involves investors and analysts in electing the best shareholder communication and investor relations’ practices among IR executives and senior management in the brazilian market. The survey was conducted by the Getúlio Vargas Foundation – FGV.

 

The distinction awarded to the Company by the capital markets’ reflects the implementation of rules of a high standard of corporate governance, in line with Bovespa’s New Market (Novo Mercado) listing regulations. These accolades also reflect the Company’s diffused control, mechanisms for protection and equal rights for shareholders, Perdigão always seeking to create value with maximum transparency and liquidity, in addition to providing the bedrock for growth in the businesses based on economic-financial, social and environmental sustainability.

 

CORPORATE GOVERNANCE

 

Best Corporate Governance Company - IR Magazine Awards 2008 voted Perdigão as the Best Company in Corporate Governance. In its third edition, the award also selected the Company among the best in the Annual Report and Conference Call categories. The IR Magazine Awards is the only survey conducted in Brazil, which involves investors and analysts in electing the best shareholder communication and investor relations’ practices among IR executives and senior management in the brazilian market. The survey was conducted by the Getúlio Vargas Foundation – FGV.

 

The distinction awarded to the Company by the capital markets’ reflects the implementation of rules of a high standard of corporate governance, in line with Bovespa’s New Market (Novo Mercado) listing regulations. These accolades also reflect the Company’s diffused control, mechanisms for protection and equal rights for shareholders, Perdigão always seeking to create value with maximum transparency and liquidity, in addition to providing the bedrock for growth in the businesses based on economic-financial, social and environmental sustainability.

 

78



 

This excerpt taken from the PDA 6-K filed May 20, 2008.

Corporate Governance

 

Perdigão adopts a Corporate Governance model characterized by continuous organizational improvement which translates into enhanced transparency, liquidity and confidence for its shareholders. It was the first Brazilian food sector company to become a component of the São Paulo Stock Exchange’s (Bovespa) New Market. Perdigão has a dispersed shareholding control, granting equality of rights, premiums in public offerings and protection mechanisms to its shareholders.

 

For the third consecutive year, the Company was included as a component in Bovespa’s Corporate Sustainability Stock Index (ISE) reserved for a select group of companies committed to socio-environmental responsibility. Perdigão was also the first company in the food industry to list on Bovespa’s New Market.

 

In addition to its Code of Ethics, the Company has a structured policy for equity trading and the disclosure of material facts, available to all employees and extensive to its stakeholders.

 

In 2007, Moody’s Investors Service awarded the Company a Ba1 Rating (global local currency corporate family rating) in recognition of its efforts in maintaining a high standard of corporate governance. The classification takes into account the competitive global positioning of Perdigão as one of Latin America’s largest food processors and emphasizes the Company’s drive to diversify its businesses, reduce risk and maintain a long-term sustainable plan in line with the principles of good governance.

 

After a far-reaching process of improving internal controls, Perdigão was certified as complying with the requirements of the Sarbanes-Oxley Act (sections 302 and 404), thus consolidating its high degree of transparency, ethics and commitment in the capital markets.

 

These excerpts taken from the PDA 6-K filed Apr 25, 2008.

CORPORATE GOVERNANCE

 

Highlights Perdigão was rated among the best companies in Brazil in the Institutional Investor magazine rankings for the Best CEOs, Best CFOs and Most Shareholder-friendly Companies in the consumer goods companies’ category. Rankings were based on a survey conducted among 115 institutions by the magazine during the course of 2007.

 

In addition, the Company received two awards for the 2007 primary offering. Organized by InfoMoney, which administers one of the leading financial portals in the Brazilian Internet, the award is divided into three categories: public, brokers and InfoMoney ranking. In this ranking,  Perdigão won the Silver award and in the Brokers category, the Bronze award.

 

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CORPORATE GOVERNANCE

 

Highlights Perdigão was rated among the best companies in Brazil in the Institutional Investor magazine rankings for the Best CEOs, Best CFOs and Most Shareholder-friendly Companies in the consumer goods companies’ category. Rankings were based on a survey conducted among 115 institutions by the magazine during the course of 2007.

 

In addition, the Company received two awards for the 2007 primary offering. Organized by InfoMoney, which administers one of the leading financial portals in the Brazilian Internet, the award is divided into three categories: public, brokers and InfoMoney ranking. In this ranking, Perdigão won the Silver award and in the Brokers category, the Bronze award.

 

Consultancy Fees No disbursements of consultancy fees were made to the independent auditors during the quarter. The engagement of these services requires prior Board approval and adheres to the rules and restrictions established by the legislation, conditional on this not undermining the independence and objectivity of the Company’s auditors.

 

This excerpt taken from the PDA 20-F filed Jun 29, 2007.

Corporate Governance

This section contains information regarding our corporate governance practices and should be read together with the Sections “Description of capital stock”, “Management” and “Information regarding securities and instruments issued in the Novo Mercado”.

Corporate governance refers to the procedures used in the management and monitoring of companies, relating to the relationships between shareholders, the board of directors, the management, the independent auditors and the fiscal council.

The Novo Mercado is a listing segment of the BOVESPA which only permits the trading of shares issued by companies which voluntarily agree to certain additional corporate governance practices and disclosure obligations beyond those already imposed by applicable laws and regulations.

91




This excerpt taken from the PDA 6-K filed Nov 15, 2006.

CORPORATE GOVERNANCE

Funds raised from the primary share offering will be used to expand the meat business (poultry, pork meat and beef), dairy-processed product activities and new lines of products, such as margarine. The primary offering was responsible for raising R$ 800 million, 32 million new shares being issued. Ratification of the transaction and the interning of funds took place on November 1. The operation also provides for the possibility of a 15% green shoe option, to be exercised at the discretion of the underwriters within 30 days of the pricing of the issue and representing up to a further 4.8 million shares.

No payments of consultancy fees were made to the independent auditors (Ernst & Young) in the quarter. The hiring of our auditors for consultancy services is subject to Board of Director approval and presupposes that the service in question does not jeopardize the independence and objectivity of our auditors in the performance of the outside audit. The Board’s approval will also take into account restrictions on certain services prohibited by the US Sarbanes-Oxley Act.

These excerpts taken from the PDA 6-K filed Aug 17, 2006.

CORPORATE GOVERNANCE

 

On July 17, 2006, Sadia S.A., our principal competitor, announced a tender offer to acquire 100% of the shares of our capital for the price of R$ 27.88 per share. This offering was subject to several conditions, among these the acceptance by shareholders representing at least 50% plus one of the shares of our capital stock.

 

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On July 18, 2006, Perdigão released an announcement of a material fact announcing that the offeror’s  conditions failed to comply with the provisions of article 37 of the Company’s Bylaws. At the same time, we announced that we had received written manifestations from shareholders representing 55.38% of our capital stock, rejecting the offer. On July 20, 2006, Sadia increased  its offer to R$ 29.00 per share. On the same date, we received further written declarations from shareholders representing 55.38% of our capital stock, again rejecting the offer. On July 21, 2006, the Brazilian Securities and Exchange Commission – CVM announced that given the written manifestations of our shareholders and the fact that Sadia had maintained the minimum conditions for acceptance, the offer was to be considered no longer valid. On the same day, Sadia decided not to proceed with the proposed take-over.

 

Perdigão was elected the best company in the meat sector by the Exame  Agribusiness Yearbook 2006-2007, published by Exame magazine. This publication provides a complete overview of the Brazilian agribusiness companies. The Getúlio Vargas Foundation’s (FGV) team examined information on the 400 largest companies in the sector, before choosing the winners. Among the criteria used are economic-financial performance, social responsibility policies and innovative actions in the market in which the candidates operate.

 

CORPORATE GOVERNANCE

 

On July 17, 2006, Sadia S.A., our principal competitor, announced a tender offer to acquire 100% of the shares of our capital for the price of R$ 27.88 per share. This offering was subject to several conditions, among these the acceptance by shareholders representing at least 50% plus one of the shares of our capital stock. On July 18, 2006, Perdigão released an announcement of a material fact announcing that the offeror’s conditions failed to comply with the provisions of article 37 of the Company’s Bylaws. At the same time, we announced that we had received written manifestations from shareholders representing 55.38% of our capital stock, rejecting the offer. On July 20, 2006, Sadia increased its offer to R$ 29.00 per share. On the same date, we received further written declarations from shareholders representing 55.38% of our capital stock, again rejecting the offer. On July 21, 2006, the Brazilian Securities and Exchange Commission – CVM announced that given the written manifestations of our shareholders and the fact that Sadia had maintained the minimum conditions for acceptance, the offer was to be considered no longer valid. On the same day, Sadia decided not to proceed with the proposed take-over.

 

51



 

Perdigão was elected the best company in the meat sector by the Exame Agribusiness Yearbook 2006-2007, published by Exame magazine. This publication provides a complete overview of the Brazilian agribusiness companies. The Getúlio Vargas Foundation’s (FGV) team examined information on the 400 largest companies in the sector, before choosing the winners. Among the criteria used are economic-financial performance, social responsibility policies and innovative actions in the market in which the candidates operate.

 

This excerpt taken from the PDA 20-F filed Jun 30, 2006.

Corporate Governance

This section contains information regarding our corporate governance practices and should be read together with the Sections “Description of capital stock”, “Management” and “Information regarding securities and instruments issued in the Novo Mercado”.

Corporate governance refers to the procedures used in the management and monitoring of companies, relating to the relationships between shareholders, the board of directors, the management, the independent auditors and the fiscal council.

The Novo Mercado is a listing segment of the BOVESPA which only permits the trading of shares issued by companies which voluntarily agree to certain additional corporate governance practices and disclosure obligations beyond those already imposed by applicable laws and regulations.

This excerpt taken from the PDA 6-K filed Apr 10, 2006.

CORPORATE GOVERNANCE

 

Perdigão was one of the 28 companies selected to be a component of Bovespa’s newly launched Corporate Sustainability Index – ISE. The object of this stock exchange index is to reflect the return on a portfolio of shares of companies with a recognized commitment to social responsibility and business sustainability as well as being a medium for fostering good practices in the Brazilian business métier.

 

Sustainable management, supported by the principles of ethics and transparency.

 

Perdigão has received public recognition through various awards and certifications in 2005 in the light of its policy of transparency, corporate social responsibility practices, and a series of elements related to sustainability, crucial to the globalization process of the Company’s business.

 

For the fourth consecutive time, Perdigão has featured in the Exame Guide of Good Corporate Citizenship. The Company’s Annual Report 2004 was awarded the highest rating in the Brazilian Association of Listed Companies’   (ABRASCA) ranking.

 

Novo Mercado (New Market)

 

At the Board of Directors’ Meeting on February 17 2006, approval was given to the conversion of all preferred shares into common stock on a one-to-one basis, including a 200% stock split, with the issue of two new shares for each existing share, and adherence to Bovespa’s Novo Mercado rules. These changes are expected to be approved at the General Shareholders’ Meeting on March 8 2006 and made effective on April 12 2006. The objective is to upgrade the level of corporate governance, grant equal rights to all the shares issued by the Company, and provide greater visibility, transparency and liquidity for the shareholders and investors as well as seeking to create a basis for the sustainability, growth and perpetuation of the businesses.

 

These excerpts taken from the PDA 6-K filed Nov 14, 2005.

CORPORATE GOVERNANCE

 

Perdigão’s annual report for 2004 won the Abrasca Best Annual Report award, the Company receiving the highest score for a listed company in the history of this event with 98.7 points. Perdigão’s Annual Report project was conceived both in format and content to perfectly mirror the Company’s image of being totally aligned to current realities in the way it operates, with its corporate vision focused on the future, and crowning a decade of good earnings in every segment of the business.

 

Perdigão led IR rankings for the Institutional Investor Research Group, Latin American Food and Beverage Sector as follows:

 

                  Leader in Corporate Governance;

                  Best CFO ranking attributed to Vice President for Finance, Administration and Investor Relations, Wang Wei Chang;

                  Leader in the buy side ranking for Investor Relations, based on the efficiency of communication and improvements in investor relations practices over the past year.

 

The amount paid for consultancy services to our outside auditors (Ernst & Young) up to September 30 2005, totaled R$ 305,000.00, corresponding to 50% of the total external audit fees for 2005. These consultancy services – principally related to international tax planning advice - were contracted in 2005 and have been, or will be executed in 2005. The hiring of our auditors to perform consultancy services requires the prior approval of the Board of Directors. This presupposes that the services rendered in no way puts at risk the independence and objectivity of our auditors, also considering the restrictions on certain services prohibited by the US Sarbanes Oxley Act.

 

CORPORATE GOVERNANCE

 

Perdigão’s annual report for 2004 won the Abrasca Best Annual Report award, the Company receiving the highest score for a listed company in the history of this event with 98.7 points. Perdigão’s Annual Report project was conceived both in format and content to perfectly mirror the Company’s image of being totally aligned to current realities in the way it operates, with its corporate vision focused on the future, and crowning a decade of good earnings in every segment of the business.

 

Perdigão led IR rankings for the Institutional Investor Research Group, Latin American Food and Beverage Sector as follows:

 

                  Leader in Corporate Governance;

                  Best CFO ranking attributed to Vice President for Finance, Administration and Investor Relations, Wang Wei Chang;

                  Leader in the buy side ranking for Investor Relations, based on the efficiency of communication and improvements in investor relations practices over the past year.

 

The amount paid for consultancy services to our outside auditors (Ernst & Young) up to September 30 2005, totaled R$ 305,000.00, corresponding to 50% of the total external audit fees for 2005. These consultancy services – principally related to international tax planning advice - were contracted in 2005 and have been, or will be executed in 2005. The hiring of our auditors to perform consultancy services requires the prior approval of the Board of Directors. This presupposes that the services rendered in no way puts at risk the independence and objectivity of our auditors, also considering the restrictions on certain services prohibited by the US Sarbanes Oxley Act.

 

This excerpt taken from the PDA 6-K filed Jun 8, 2005.

CORPORATE GOVERNANCE

 

In line with good practices of Corporate Governance the Company adhered in 06/26/2001 the Level I of Corporate Governance at the São Paulo Stock Exchange (BOVESPA) and it is listed at the New York Stock Exchange (NYSE) – ADR Level II since 10/20/2000.

 

Since the Company professionalized its management in 1994, Perdigão always adopted the best practices of Corporate Governance. It has a joint shareholder control, which is represented by 7 pension funds that are parties to the Shareholders’ Agreement. To guarantee transparency when disclosing Company information Perdigão has a Code of Ethics and a policy for negotiation of securities and for disclosure of Company acts and relevant facts. Besides that, owned subsidiaries have their results consolidated into Perdigão S.A. and are audited by the same internationally recognized company (Ernst & Young Auditores independents S.S.), which is responsible for the follow-up of the Company’s accounts.

 

This excerpt taken from the PDA 6-K filed May 13, 2005.

CORPORATE GOVERNANCE

 

In accordance with the policy of good corporate governance, the Ordinary and Extraordinary General Shareholders’ Meeting held on April 29 2005 approved the necessary amendments to the bylaws and the implementation of the Audit Committee, in accordance with the requirements of the Sarbanes Oxley Law.

 

The Fiscal Council’s functions were extended to encompass those of the Audit Committee, with the election of a preferred shareholders’ representative, a representative of the minority common shareholders and three professionals to represent the controlling group. All members are independent and have the necessary profile to fulfill their mandates as members of the Audit Committee.

 

The amount paid to Ernst & Young for planning and advisory services on international tax matters amounted to R$ 122,200 in the quarter, corresponding to approximately 0.2 times the annually external audit fees.

 

This excerpt taken from the PDA 6-K filed Feb 23, 2005.

CORPORATE GOVERNANCE

 

Exame magazine’s Good Corporate Citizen Guide gave the maximum score to Perdigão in its evaluation of company transparency.

 

The amount paid to Ernst & Young for planning and advisory services on international tax matters amounted to R$1.3 million for the year, corresponding to approximately 2.7 times the external audit fees.

 

With the support of KPMG, Perdigão is implementing internal controls in compliance with the Sarbanes Oxley Act as part of the process of further improvement in good corporate governance. At the next Ordinary/ Extraordinary General Meeting, the Company is to propose the appropriate changes to its bylaws.

 

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