Corporate Governance Practices

  • Investor Relations
  • Corporate Governance
  • Corporate Governance Practices

The General Meeting of Stockholders

The General Meeting of Stockholders shall be held, ordinarily, within the first 4 (four) months of the year, for the purposes specified by the applicable legislation, and extraordinarily whenever necessary, and shall be called with minimum advance notice of 21 (twenty one) days. Ordinary or extraordinary General Meetings of Stockholders shall be chaired by a stockholder elected by the Meeting from among those present, who shall choose one or more secretaries.

The Board of Directors

The Board of Directors of the Company comprises 9 (nine) members, of which one shall be the Chair. The members of the Board of Directors shall be elected for concurrent periods of office of 2 (two) years, and may be dismissed at any time, by the General Meeting of Stockholders. Reelection for a maximum of 3 (three) consecutive periods of office is permitted, subject to the requirements and prohibitions established in the applicable legislation and regulations.

The Board of Directors shall meet ordinarily, in accordance with its Internal Regulations, at least once a month, to analyze the results of the Company and its wholly-owned and other subsidiaries and affiliated companies, and to decide on other matters included on the agenda. It shall also meet extraordinarily, on convocation by its Chair, or by one-third of its members, or when requested by the Executive Board.

The attributions of the Board of Directors are those specified in the Bylaws.

The Audit Committee

The Audit Committee is an independent, consultative, permanent body, with its own budget allocation. Its objective is to provide advice and support to the Board of Directors, to which it reports. It also has the responsibility of other activities attributed to it by legislation.

The Audit Committee shall have three members, the majority of them independent, nominated and elected by the Board of Directors in the first meeting after the Annual General Meeting, for periods of office of three years, not to run concurrently. One re-election is permitted.

The Audit Committee has operational autonomy to conduct or decide on carrying out of consultations, evaluations and investigations within the scope of its activities, including contracting and use of independent external specialists.

The attributions of the Audit Committee are those specified in the Bylaws.

The Executive Board

The Executive Board comprises seven Executive Officers, who may be stockholders, resident in Brazil, elected by the Board of Directors for a period of two years, subject to the requirements of the applicable legislation and regulations. Re-election for a maximum of three consecutive periods of office is permitted.

The Executive Officers shall remain in their posts until their duly elected successors take office.

The Executive Officers shall exercise their positions as full-time occupations in exclusive dedication to the service of the Company. They may at the same time exercise non-remunerated positions in the management of the Company’s wholly-owned or other subsidiaries or affiliated companies, at the option of the Board of Directors. In particular they shall also obligatorily hold the corresponding positions in the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.

The Executive Board shall meet, ordinarily, at least two times per month; and, extraordinarily, whenever called by the Chief Executive Officer or by two Executive Officers with at least two days’ prior notice in writing or by email or other digital medium, such notice not being required if all the Executive Officers are present. The decisions of the Executive Board shall be taken by vote of the majority of its members, and in the event of a tie the Chief Executive Officer shall have a casting vote.

The Executive Board is responsible for current management of the Company’s business, subject to obedience to the Long-term Strategy, the Multi-year Business Plan, and the Annual Budget, prepared and approved in accordance with the Bylaws.

The attributions of the each member of the Executive Board are those specified in the Bylaws.

The Audit Board

The Audit Board shall function permanently, and shall comprise five sitting members and their respective substitute members, who shall be elected for a period of office of two years, when a General Meeting of Stockholders is held.

The attributions of the Audit Board are those specified in the Bylaws.

Governance Practices – Level I

The Sarbanes-Oxley Law

Our “Cemig-SOX Project” was put in place to certify the system of internal controls related to preparation of the financial statements, and the procedures for disclosing the company’s information and material announcements in accordance with the requirements of the SEC.

This involved intense activity starting in January 2006, with 40 employees from various areas of the company allocated full-time, and support from outside consultants.

Analysis of our consolidated balance sheet and the matrix of risks identified 25 significant processes related to the consolidated financial statements. We initially selected 950 controls, of which 450 were classified as key controls, able to provide a reasonable degree of certainty that the financial statements of the company and its subsidiaries are recorded, processed and disclosed in accordance with the rules, periods and format stipulated by the SEC.

This work led to a review and revision of material processes, and validation of the design of the internal controls related to the consolidated financial statements. We found that in the majority of the processes analyzed the internal control procedures already adopted by the company did show themselves to be efficacious after application of auditing tests, and this enabled the Executive Board to issue a report concluding in favor of the efficacy of the internal controls.

Consumer Council

Cemig's Consumer Council is made up of 6 (six) full members and 6 (six) substitutes appointed by entities representing consumer classes and Consumer Protection (Procon).

Its main objective is to represent the collective interests of consumers and promote their defense, forwarding suggestions, cooperating in supervision and providing reports and complaints to Cemig.

More detailed information about the Consumer Council can be accessed via the link:

Cemig´s Code of Conduct

Cemig’s Code of Conduct, approved by the Board of Directors, aims to ensure continual improvement of the Company’s internal system of corporate governance, and its level of transparency.

The main aims of the Code are:

  • Define the ethical principles and rules of conduct for the company and its respective administrators (members of the Board of Directors and Directors), members of the Audit Board, members of statutory committees, employees, interns, partners and suppliers (contractors, subcontractors and partners), who act on behalf of Cemig;

  • To serve as a source of reference for compliance with its principles.

  • To orient Cemig’s Ethics Committee in assessing and deciding on any possible non-compliances, and also in relation to that Committee’s responsibility for revising and updating the Code.

For more information on Cemig’s Code of Conduct, see:

The Ethics Committee

To coordinate our actions, under the guidelines of the Cemig´s Code of Conduct, a commission was created, made up of members appointed by the Executive Board.

Furthermore, all our employees, upon taking up their position or upon signing the employment contract, make a solemn commitment and declare that they know, observe and comply with the ethical principles and rules contained in the Cemig Code of Conduct. This commitment is renewed annually.

More detailed information about Cemig's Ethics Committee can be accessed through the link:

Cemig Reporting Channel

Since 2006, Cemig has provided its entire workforce with a Reporting Channel with the aim of receiving queries and complaints, anonymous or identified, on ethical topics linked to the Company.

Cemig's Reporting Channel is the means by which you can also make reports of an ethical nature that may be related to violations of current legislation, internal rules or that contradict the precepts of the Cemig´s Code of Conduct.

When you identify or suspect any irregularity, you can make a report by accessing the Cemig Reporting Channel website or by calling 0800 800 9393. The call is free and service is provided 24 hours a day, seven days a week.

Find out more about Cemig’s Reporting Channel by clicking on the link below.

External Auditors

Currently, the Company's independent auditor is KPMG Auditores Independentes ("KPMG"), which began its activities after the review of the quarterly information ("ITRs") for the second quarter of fiscal year 2022. The hiring aims to comply with the provisions of article 31 of CVM Resolution No. 23, which determines the rotation of independent auditors every 5 (five) fiscal years. KPMG was selected as a result of the bidding process approved by the Board of Directors, after deliberation by the Executive Board and consultation with the Audit Committee, pursuant to art. 18, item "i", and art. 26, item "a", of the Bylaws and in accordance with the rules of Law 13,303/2016, of June 30, 2016.

Last Updated on October 18, 2023
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