NETC » Topics » CORPORATE GOVERNANCE

This excerpt taken from the NETC 20-F filed Apr 23, 2009.

ITEM 16G. CORPORATE GOVERNANCE.

     See “Item 9. The Offer and Listing—Trading Markets—Nasdaq Global Market—Compliance with Nasdaq Corporate Governance Rules.”

125


Table of Contents

Part III

This excerpt taken from the NETC 6-K filed Feb 20, 2009.

4. Corporate Governance

We are convinced that the continuous evaluation of internal controls is an essential factor in ensuring sustainable growth. As a result, we are constantly seeking to identify possible business risks, at the same time implementing efficient controls in order to mitigate each one of them. Once again, at the end of the year, after testing these controls, we believe our level of control is appropriate for the Company as a whole. In accordance with the Sarbanes-Oxley Act, on December 31, 2008, both the CEO and CFO, certified the quality of our internal controls.

This is the sixth year in which the CEO and the CFO have certified the quality and integrity of our earnings disclosure based on international standards, including information for the local market. Our Disclosure Committee, implemented in 2003, has been fully consolidated and plays a fundamental role in our disclosure and transparency procedures.

Throughout 2008, we put considerable effort into compliance with Law 11.638/07 and Executive Decree 449/08, marking the beginning of the convergence of BR GAAP with international accounting practices (IFRS). We also began preparing for full adoption of IFRS by investing in staff training, analyzing the changes required and studying the applicable pronouncements on the preparation of the financial statements in line with the new directives.

The permanent Fiscal Council, established in 2005, continues to exercise the functions of the Audit Committee, as required by Sarbanes-Oxley. All of its three members are independent, one of them being elected by the minority shareholders at the Annual General Meeting. It continues to work closely with the Board of Directors in its areas of responsibility, which has facilitated certain important Company decisions concerning such issues as relations with the internal and external auditors and the review and approval of the financial statements in BR GAAP and US GAAP.

Pursuant to the Bovespa’s rules for companies listed on Level II of Corporate Governance, 20% of the Board of Directors is composed of independent members. The current Board comprises 12 members, 7 of which elected by Globo and 3 by Embratel; the remaining 2 are independent and one of these is elected by the minority shareholders at the Annual General Meeting. The Board is supported by a Financial Committee.

In 2008, NET maintained its commitment to exemplary treatment for minority shareholders, based on a planned and structured relationship. We held regular quarterly meetings with several professional associations in the financial area, attended 16 institutional investors’ conferences both in Brazil and abroad, and respected all quiet periods. We held 11 Apimec presentations, speaking to investors in São Paulo, Rio de Janeiro, Belo Horizonte, Brasília and Porto Alegre. We also held our first NET DAY, during which all the senior executives presented strategic and operating details on the Company. In addition, we are always available to clarify issues raised by current and potential investors, as well as the 20 independent analysts that cover the Company.

In accordance to the Company’s Bylaws, disputes and controversies arising out of or in connection with the Company’s Bylaws, to the Level 2 Rules, to the provisions of the Law 6,404/76, to the rules issued by the National Monetary Council, by the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, to BOVESPA’s rules and the other rules applicable to the functioning of the capital markets in general shall be resolved by arbitration to be conducted by means of the rules of Market Arbitration Chamber, created by BOVESPA.


This excerpt taken from the NETC 6-K filed Feb 11, 2009.

4. Corporate Governance

We are convinced that the continuous evaluation of internal controls is an essential factor in ensuring sustainable growth. As a result, we are constantly seeking to identify possible business risks, at the same time implementing efficient controls in order to mitigate each one of them. Once again, at the end of the year, after testing these controls, we believe our level of control is appropriate for the Company as a whole. In accordance with the Sarbanes-Oxley Act, on December 31, 2008, both the CEO and CFO, certified the quality of our internal controls.

This is the sixth year in which the CEO and the CFO have certified the quality and integrity of our earnings disclosure based on international standards, including information for the local market. Our Disclosure Committee, implemented in 2003, has been fully consolidated and plays a fundamental role in our disclosure and transparency procedures.

Throughout 2008, we put considerable effort into compliance with Law 11.638/07 and Executive Decree 449/08, marking the beginning of the convergence of BR GAAP with international accounting practices (IFRS). We also began preparing for full adoption of IFRS by investing in staff training, analyzing the changes required and studying the applicable pronouncements on the preparation of the financial statements in line with the new directives.

The permanent Fiscal Council, established in 2005, continues to exercise the functions of the Audit Committee, as required by Sarbanes-Oxley. All of its three members are independent, one of them being elected by the minority shareholders at the Annual General Meeting. It continues to work closely with the Board of Directors in its areas of responsibility, which has facilitated certain important Company decisions concerning such issues as relations with the internal and external auditors and the review and approval of the financial statements in BR GAAP and US GAAP.

page 25


Pursuant to the Bovespa’s rules for companies listed on Level II of Corporate Governance, 20% of the Board of Directors is composed of independent members. The current Board comprises 12 members, 7 of which elected by Globo and 3 by Embratel; the remaining 2 are independent and one of these is elected by the minority shareholders at the Annual General Meeting. The Board is supported by a Financial Committee.

In 2008, NET maintained its commitment to exemplary treatment for minority shareholders, based on a planned and structured relationship. We held regular quarterly meetings with several professional associations in the financial area, attended 16 institutional investors’ conferences both in Brazil and abroad, and respected all quiet periods. We held 11 Apimec presentations, speaking to investors in São Paulo, Rio de Janeiro, Belo Horizonte, Brasília and Porto Alegre. We also held our first NET DAY, during which all the senior executives presented strategic and operating details on the Company. In addition, we are always available to clarify issues raised by current and potential investors, as well as the 20 independent analysts that cover the Company.

This excerpt taken from the NETC 6-K filed Feb 11, 2009.

4. Corporate Governance

We are convinced that the continuous evaluation of internal controls is an essential factor in ensuring sustainable growth. As a result, we are constantly seeking to identify possible business risks, at the same time implementing efficient controls in order to mitigate each one of them. Once again, at the end of the year, after testing these controls, we believe our level of control is appropriate for the Company as a whole. In accordance with the Sarbanes-Oxley Act, on December 31, 2008, both the CEO and CFO, certified the quality of our internal controls.

This is the sixth year in which the CEO and the CFO have certified the quality and integrity of our earnings disclosure based on international standards, including information for the local market. Our Disclosure Committee, implemented in 2003, has been fully consolidated and plays a fundamental role in our disclosure and transparency procedures.

Throughout 2008, we put considerable effort into compliance with Law 11.638/07 and Executive Decree 449/08, marking the beginning of the convergence of BR GAAP with international accounting practices (IFRS). We also began preparing for full adoption of IFRS by investing in staff training, analyzing the changes required and studying the applicable pronouncements on the preparation of the financial statements in line with the new directives.

The permanent Fiscal Council, established in 2005, continues to exercise the functions of the Audit Committee, as required by Sarbanes-Oxley. All of its three members are independent, one of them being elected by the minority shareholders at the Annual General Meeting. It continues to work closely with the Board of Directors in its areas of responsibility, which has facilitated certain important Company decisions concerning such issues as relations with the internal and external auditors and the review and approval of the financial statements in BR GAAP and US GAAP.

Pursuant to the Bovespa’s rules for companies listed on Level II of Corporate Governance, 20% of the Board of Directors is composed of independent members. The current Board comprises 12 members, 7 of which elected by Globo and 3 by Embratel; the remaining 2 are independent and one of these is elected by the minority shareholders at the Annual General Meeting. The Board is supported by a Financial Committee.

In 2008, NET maintained its commitment to exemplary treatment for minority shareholders, based on a planned and structured relationship. We held regular quarterly meetings with several professional associations in the financial area, attended 16 institutional investors’ conferences both in Brazil and abroad, and respected all quiet periods. We held 11 Apimec presentations, speaking to investors in São Paulo, Rio de Janeiro, Belo Horizonte, Brasília and Porto Alegre. We also held our first NET DAY, during which all the senior executives presented strategic and operating details on the Company. In addition, we are always available to clarify issues raised by current and potential investors, as well as the 20 independent analysts that cover the Company.


This excerpt taken from the NETC 6-K filed Feb 1, 2008.

4. Corporate Governance

The Company believes that the maintenance of efficient internal controls is positive in the support to a sustainable business growth. We have been working towards mapping the risks of the business and guaranteeing that secure controls were implemented to mitigate them. At the end of 2007, after consolidating and testing these controls, we arrived at a risk level that was appropriate for the risk of the business as a whole. Both the CEO and CFO had no hesitation in certifying, on 12/31/2007, the quality of our internal controls, as required by the Sarbanes-Oxley Act. This certification did not include studies on Vivax’s internal controls.


This is the fifth year in which the CEO and the CFO have certified the quality and the integrity of our Earnings Disclosure, based on international standards, including information to the local market.

Our Disclosure Committee, implemented in 2003, is fully consolidated and plays an essential role in our disclosure and transparency procedures. NET also continues to participate, as a permanent member, in the corporate consultative forum organized by the International Finance Corporation (IFC) and the Organization for Economic Cooperation and Development (OECD), which discusses and analyses matters related to this issue with investors and financial market regulatory bodies.

The permanent Fiscal Board, established in 2005, continues to exercise the functions of the Audit Committee, as required by the Sarbanes-Oxley Act. All of its three members are independent and one of them is elected by the minority shareholders at the Annual Shareholders’Meeting.
This Board continues to work in harmony with the Board of Directors in its areas of responsibility, which has speeded up important decisions by the Company concerning such issues as the relationship with the internal and external independent auditors and the review and approval of the local Financial Statements, as a to the US capital markets.

Pursuant to the Bovespa’s rules for companies listed on Level II of Corporate Governance, 20% of the Board of Directors is comprised of independent members. The Board comprises 12 members, 7 of which elected by Globo and 3 by Embratel; the remaining 2 are independent.

It is supported by an Executive Board and a Financial Committee.

In 2007, NET maintained its commitment to exemplary treatment for minority shareholders, based on a planned and structured relationship. We held quarterly meetings with several professional associations in the financial area, attended 11 institutional investors’ conferences both in Brazil and abroad, and we always respect quiet periods. We have held a total of 11 Apimec presentations, having talked with investors of that association in São Paulo, Rio de Janeiro, Belo Horizonte, Brasília and Porto Alegre. In addition, we have been always available to clarify issues raised by current and potential investors, as well as the 17 independent analysts that cover the Company.

In accordance to the Company’s Bylaws, disputes and controversies arising out of or in connection with the Company’s Bylaws, to the Level 2 Rules, to the provisions of the Law 6,404/76, to the rules issued by the National Monetary Council, by the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, to BOVESPA’s rules and the other rules applicable to the functioning of the capital markets in general shall be resolved by arbitration to be conducted by means of the rules of Market Arbitration Chamber, created by BOVESPA.


This excerpt taken from the NETC 20-F filed Mar 9, 2007.

CORPORATE GOVERNANCE

     Clause 3.1 General Obligations and Shareholders’ Agreements. Each Shareholder, in the capacity of a Company’s Shareholder and to the extent permitted by applicable Law, shall make and cause any Director appointed by the respective Shareholder to make, under its reasonable control, including upon instruction for each Director appointed by such Shareholder, the Company and its Subsidiary Companies to be conducted in accordance with the terms of this Shareholders’ Agreement, its respective Corporate Documents and all applicable Laws.

     Clause 3.2 Company’s Fundamental Principles. The Parties hereto agree to exercise their voting rights in the Company so that the Company and its Subsidiary Companies are managed in accordance with the following basic principles:

     a) The Company and its Subsidiary Companies shall be managed with the major purpose of generating profits and allowing the maximum return on the investments made by its Shareholders in the least possible period, aiming at the best interests of the Company and its Subsidiary Companies, which, in the event of any conflict, shall prevail in relation to the Shareholders’ individual and specific interests;


ATTACHMENT 3.1

To the Statement of Commitment to Ancillary Obligations

     b) The management of the Company and its Subsidiary Companies shall always search for high levels of efficiency, productivity, competitiveness and profitability, and shall be carried out independently from the relation with any of the Parties;

     c) The management of the Company and its Subsidiary Companies shall implement efficient control systems and modern management systems;

     d) The strategic decisions of the Company and its Subsidiary Companies shall always take into account the Parties’ interests of maximizing the return on their investments, and shall adopt a consistent and realistic dividends policy, in conformity with the Brazilian law; and

     e) The capital structure of the Company and its Subsidiary Companies shall meet any parameters determined by the applicable management body, always taking into account the need to give priority to the financial soundness of the Company and its Subsidiary Companies.

This excerpt taken from the NETC 6-K filed Feb 2, 2007.

4. Corporate Governance

In the past two years we have expended considerable effort on mapping the risks of the business and guaranteeing that secure controls were implemented to mitigate them. At the end of 2006, after consolidating and testing these controls, we arrived at a risk level that was appropriate for the risk of the business as a whole. This process relied heavily on the consolidation of the Internal Control area, the independent functioning of the Internal Audit area and overall coordination by the Fiscal Board. As a result, both the CEO and CFO had no hesitation in certifying, on 12/31/2006, the quality of our internal controls, as required by the Sarbanes-Oxley Act. Pursuant to the legislation, this certification was also audited by the Company’s independent auditors.

As we have previously pointed out, we regard this global trend towards a greater concern over the maintenance of internal controls as something which, when well-balanced and well-managed, will be of major assistance in supporting the sustainable growth of the business.

This is the fourth year in which the CEO and the CFO have certified the quality and the integrity of our Earnings Disclosure, based on international standards, including information to the local market.

Our Disclosure Committee, implemented in 2003, is fully consolidated and plays an essential role in our disclosure and transparency procedures. In February 2006, Net Serviços received the “TOP5” award, granted by MZ Consult, which evaluates Investor Relations Websites based on technical criteria. In November 2006, in Spain, the Company received the Garrigues-Affinitas Award for Good Corporate Governance in Latin America. NET also continues to participate, as a permanent member, in the corporate consultative forum organized by the International Finance Corporation (IFC) and the Organization for Economic Cooperation and Development (OECD), which discusses and analyses matters related to this issue with investors and financial market regulatory bodies.


The permanent Fiscal Board, established in 2005, continues to exercise the functions of the Audit Committee, as required by the Sarbanes-Oxley Act. All of its three members are independent and one is elected by the minority shareholders at the Annual Shareholders’ Meeting.

The Fiscal Board continues to work in harmony with the Board of Directors in its areas of responsibility, which has speeded up important decisions by the Company concerning such issues as the relationship with the internal and external independent auditors and the review and approval of the local Financial Statements, as a to the US capital markets.

The Board of Directors, pursuant to the Bovespa’s new rules for companies listed on Level II of Corporate Governance, implemented on April 30, 2006, increased the number of independent members to 20%. It now comprises 12 members, 7 of which elected by Organizações Globo and 3 by Telmex; the remaining 2 are independent. It is supported by an Executive Board and a Financial Committee.

In 2006, NET maintained its commitment to exemplary treatment for minority shareholders, based on a planned and structured relationship. We hold quarterly meetings with several professional associations in the financial area, attended 9 investors’ conferences both in Brazil and abroad, and we always respect quiet periods. In addition, we have been always available to clarify issues raised by current and potential investors, as well as the 20 independent analysts that cover the Company.

In accordance to the Company’s Bylaws Disputes and controversies arising out of or in connection with the Company’s Bylaws, to the Level 2 Rules, to the provisions of the Law 6,404/76, to the rules issued by the National Monetary Council, by the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, to BOVESPA’s rules and the other rules applicable to the functioning of the capital market in general shall be resolved by arbitration to be conducted by means of the rules of Market Arbitration Chamber, created by BOVESPA.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki