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    MULT3   BRMULTACNOR5

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

(MULT3)
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Multiplan Empreendimentos Imobiliários S A : Report on the Brazilian Code of Corporate Governance

07/30/2021 | 05:51pm EDT

REPORT ON THE BRAZILIAN CORPORATE GOVERNANCE CODE

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

Reference Date: July 30, 2021

Recommended Practice

Adopted?

Explanation

The Company's capital stock consists of common shares and preferred shares. The totality

of the preferred shares, since the opening of the Company's capital, is owned by

shareholder 1700480 Ontario Inc., a member of the Company's controlling block, which, at

that time, was subject to restrictions imposed by the law of its home country (Canada) that

prevented it from holding more than 30% of the voting shares capable of electing members

of the Board of Directors. For this reason, the Company's preferred shares (i) are not

1.1.1 - The share capital should be

admitted for trading on any regulated market; (ii) have the same voting rights conferred on

the common shares, except for the election and dismissal of members of the Board of

comprised

only

of

common

No

Directors; and (iii) pursuant to Article 5, Paragraph 3, of the Company's Bylaws, are freely

shares.

convertible into common shares, in the proportion of 1: 1, upon request of the respective

holder of preferred shares, and subject to approval at a General Shareholders' Meeting to

be specially called for this purpose. Moreover, the Company is listed at Level 2 Governance

Rules of B3. This listing segment allows listed companies to hold preferred shares (PN) and

establishes differentiated governance rules, including the tag along right of 100% of the

price paid for the controlling shareholder's common shares in the event of sale of shares.

controlling interest (as reflected in Article 42 of the Company's Bylaws).

The Company's control is exercised by its controlling shareholders: Multiplan Planejamento,

Participações e Administração S.A. and 1700400 Ontario Inc., pursuant to the shareholders'

agreement executed on July 4, 2007 ("Shareholders' Agreement"), which is fully available

for public access through the Empresas.NET System, accessible on the CVM's website on

the world wide web, and on the Company's investor relations website

1.2.1 - Shareholders' agreements

(http://ri.multiplan.com.br/),

and further described in Item 15.5 of the Reference Form

(version 2.0, filed on July 08, 2021). The shareholders who signed the Shareholders'

should not

bind

the

exercise of

Agreement assumed the commitment to orienting the votes to be proffered by the members

voting rights of any members of

No

of the Board of Directors, in accordance with the basic principles and other rules provided

management or supervisory and

for therein (professional management, social interest, generate further return, maximization

control bodies.

and distribution of profits, excellence, among others). The purpose of the binding of the

votes of the members of the Board of Directors, pursuant to Article 118 of Law 6.404/1976,

is to ensure the effectiveness of such commitment. For information on the provisions of the

Company's Shareholders' Agreement that establish a link to the exercise of the voting rights

of members of the Board of Directors, see Item 12.3 (b) of the Company's Reference Form

(version 2.0, filed on July 08, 2021).

Recommended Practice

Adopted?

Explanation

1.3.1 - The executive management

should

use

the

shareholders

'meeting to communicate how the

company's

business

is

being

conducted,

for

which

reason

Yes

By answering "Yes" to this item, it is not possible to include an explanation in the Report.

management

should

publish

a

handbook with the purpose of

facilitating

and

stimulating

participation

in

shareholders'

meetings.

1.3.2 - Minutes should enable full

understanding of the discussions

occurred

during

the

meetings,

Yes

By answering "Yes" to this item, it is not possible to include an explanation in the Report.

even if they are recorded in

summary form, and identify the

votes cast by the shareholders.

The mechanism for the protection of the shareholding dispersion set forth in the Company's

Bylaws was adopted in 2006, in the context of the bylaws' amendment that aimed to prepare

the Company for IPO and listing in differentiated governance segments. At the time, the

Company's shareholders and management analyzed the advantages and disadvantages of

adopting the measure, in light of the economic environment and trends in the Brazilian

capital market, and chose to establish a mechanism for the protection of the shareholding

1.4.1

- The board

of directors

dispersion that requires a public tender offer of shares ("OPA") to the one who acquire or

become owner of shares issued by the Company in a quantity equal to or greater than 20%

should conduct a critical analysis

of its shares.

of

the

advantages

and

disadvantages of the anti-takeover

Yes

Therefore, the prospectus of the initial public offering of the Company (IPO), in 2007, and,

mechanism and its characteristics,

thereafter, the prospectus of the subsequent offer, in 2009, addressed the issue, clarifying

and especially of the triggers and

that the mechanism has the effect of avoiding the concentration of shares issued by the

price

parameters,

if

applicable,

Company in the hands of a small group of investors, in order to promote a more dispersed

providing the related explanations.

shareholder base and to explain their characteristics, triggers and price parameters.

Since then, there has been no opportunity for further critical analysis of the defense

measure and its characteristics to be required by the Board of Directors.

For additional information on this shareholder protection mechanism, see Item 18.2 of the

Company's Reference Form (version 2.0, filed on July 08, 2021).

Article 50, Paragraph 12 of the Bylaws provides that shareholders voting in favor of the

amendment or exclusion of the share dispersion protection mechanism shall be required to

1.4.2

-

Provisions

that

prevent

make a public offer for the acquisition of shares issued by the Company. The deletion of

this "entrenched clause" involves complex legal aspects. Notwithstanding CVM Orientation

removal of the measure from the

No

Opinion No. 36/2009, to exclude the application of penalties to shareholders who vote for

bylaws, the so-called "entrenched

the suppression or alteration of the stock dispersion protection mechanism, it can not be

clauses", should not be used.

ruled out that an arbitration decision could adopt an understanding contrary to said Opinion,

determining that the shareholders who vote in favor of the suppression must conduct the

OPA in the manner set forth in Article 50 of the Bylaws.

Recommended Practice

Adopted?

Explanation

The rule for determining the price of the OPA in article 50, paragraph 3 of the Bylaws

1.4.3 - If the bylaws determine that

provides that the purchase price of each share issued by the company may not be less than

a tender offer should be carried

the higher amount between: (i) the economic value assessed in the appraisal report; (ii)

out, whenever a shareholder or

150% of the issue price of the shares in any capital increase through a public distribution

group of shareholders directly or

occurred in the period of 24 months prior to the date of compulsory implementation of the

indirectly

achieves

significant

OPA by share dispersion, duly updated by the IGP-M until the time of payment; and (iii)

participation in the voting capital,

Partially

150% of the average unitary price of the company's common shares during the period of

the rule for determination of the

90 days preceding the implementation of the OPA in the stock market in which there is the

offer price should not impose

largest trading volume of the company's shares. The Company understands that, in general,

addition of premiums substantially

such parameters are reasonable and do not represent a substantial premium, since the

greater than the economic value

adoption of a minimum price in clauses protecting the stock dispersion is a widespread

or market value of the shares.

practice among publicly held companies whose main benefit is to discourage unsolicited

and opportunistic acquisition offers.

1.5.1 - The company's bylaws

should

provide

that:

(i)

transactions where there is direct

or indirect transfer of control

should be followed by a tender

offer directed to all shareholders,

for the same price and in the same

conditions obtained by the selling

shareholder;

(ii)

management

Yes

By answering "Yes" to this item, it is not possible to include an explanation in the Report.

should issue an opinion on the

terms and conditions of corporate

reorganizations, capital increases,

and other transactions that result

in change of control, and state

whether they ensure fair and

equitable

treatment

to

the

company's shareholders.

1.6.1 - The bylaws should provide

that the board of directors should

issue an opinion in relation to any

tender offer related to shares and

securities

convertible

into

or

exchangeable

for

shares

of

the

Yes

By answering "Yes" to this item, it is not possible to include an explanation in the Report.

company,

which

shall

contain,

among other relevant information,

opinion of the board of directors

on the acceptance of the tender

offer and on the company's

economic value.

Recommended Practice

Adopted?

Explanation

1.7.1 - The company should

prepare and disclose a profit

allocation

policy

established

by

the board

of directors. Among

The Company does not have a formally approved policy for results allocation.

other aspects, such policy should

provide

the

frequency

of

No

For additional information on the Company's history of allocation of results in the last 3 fiscal

payments

and

the

reference

years, see Item 3.4 of the Company's Reference Form (version 2.0, filed on July 08, 2021).

parameter to be used for definition

of the related amount (percentage

of the adjusted net profit and of the

free cash flow, among others).

1.8.1 - The bylaws should clearly

and precisely identify the public

interest that justified the creation

Not applicable

Not applicable.

of the mixed-capital company, in a

specific chapter.

1.8.2 - The board of directors

should monitor

the

company's

activities and establish policies,

mechanisms, and internal controls

for verification of any costs of

Not applicable

Not applicable.

serving the public interest and any

refunds to the company or other

shareholders and investors by the

controlling shareholders.

Recommended Practice

Adopted?

Explanation

2.1.1 - The board of directors,

without prejudice to other legal or

statutory attributions and to other

practices foreseen in this Code,

should:

(i)

define

business

strategies,

taking

into

consideration the impacts of the

company's activities on

society

and the environment,seeking the

company's continuity and long-

For information on the performance of the Board of Directors with regard to sustainability,

term

value

creation;

(ii)

risk management, integrity, ethics and governance, see items 5.1, 5.2, 5.4, 7.8, 12.1 (a) and

periodically assess the company's

12.12 of the Company's Reference Form. Company (version 2.0, filed on July 08, 2021).

risk exposure andeffectiveness of

It is important to highlight that Multiplan annually discloses its economic, financial, social,

the

risk management

systems,

Yes

and environmental results through the publication of its Annual Report. The latest report

internal

controls,

and

of

the

available up to this date, regarding 2019, is available on the Empresas.NET System,

integrity/compliance

system,

and

accessible on the CVM's website on the world wide web, and on the Company's investor

approve a risk management policy

relations website (http://ri.multiplan.com.br/).

compatible

with

the

business

strategies;

(iii)

define

the

company's

values

and

ethical

principles

and

ensure

the

company's

transparency

maintaining

the relationship

with

all

stakeholders;

(iv)

annually

review the corporate governance

system

and

seek

improvement

thereof.

2.2.1 - The bylaws should provide

The Company's Bylaws follow the parameters of the Level 2 Governance Rules of B3 S.A. -

that:

(i)

the

board

of

directors

Brasil, Bolsa, Balcão, special corporate governance segment in which the Company is listed.

should be composed of a majority

Accordingly, Article 15 of the Bylaws establishes that the Board of Directors must be

of external members,

where at

composed of, at least, 20% of independent members. In addition, although the Company's

least

one

third

shall

be

Bylaws does not foresee a reserve of seats for external members, they represent the

independent

members;

(ii)

the

Partially

majority of the makeup of the Company's Board of Directors. Moreover, it should be noted

board of directors should assess

that, when the General Meetings are called to elect members of the Board of Directors, the

and

disclose

annually

who

the

Company provides all the information made available to it regarding the candidates in the

independent members are, as well

documents attached to management's proposals, provided that their independence is

as

indicate

and

justify

any

assessed by the shareholders when discussing and resolving the matter at the General

circumstances

that

could

Meeting, in accordance with the applicable legislation and regulations.

compromise their independence.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Multiplan Empreendimentos Imobiliários SA published this content on 30 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 July 2021 21:50:02 UTC.


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Net income 2021 401 M 76,0 M 76,0 M
Net Debt 2021 1 880 M 357 M 357 M
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Yield 2021 1,09%
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Nbr of Employees 8 787
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Chart MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
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TrendsBearishBearishNeutral
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Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 13
Last Close Price 20,70 BRL
Average target price 28,32 BRL
Spread / Average Target 36,8%
EPS Revisions
Managers and Directors
José Isaac Peres Chief Executive Officer & Director
Armando d'Almeida Neto Chief Financial Officer
José Paulo Ferraz do Amaral Chairman
Eduardo Kaminitz Peres Vice Chairman & Chief Operating Officer
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