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 15 (fifteen) 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 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 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 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 these Bylaws.
The attributions of the each member of the Executive Board are those specified in the Bylaws.
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.
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.
Cemig’s Statement of Ethical Principles and Code of Professional 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:
- To orient and discipline the activities of employees, line managers, senior management (Board of Directors and Executive Board) and members of the Audit Board.
- 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.
The Code also applies to Cemig’s subcontractors and outsourced service providers.
For more information on Cemig’s Statement of Ethical Principles and Code of Professional Conduct, see:
This was created on August 12, 2004, with three sitting members and three alternate members, and is responsible for management (interpretation, publicizing, application and updating) of the Code of Professional Conduct.
It receives and investigates any reports of violations of the ethical principles and rules of conduct that are presented in writing, signed by the reporting party, and sent to: Cemig, Av. Barbacena 1200, SA/17°/B2, accompanied by indication of means of proof (witnesses, documents or other sufficient/appropriate means). The Committee can also be contacted by email or telephone – the address and phone number are well publicized to all the Company’s employees.
For more on Cemig’s Ethics Committee, see:
Currently the Company’s external auditors are Ernst &Young Auditores Independentes S/S. They are responsible for auditing the financial statements at December 31, 2018. This firm was selected in a competitive public bid approved by the Board of Directors, in accordance with Article 17, Subclause ‘i’ of the by-laws, and the rules in Law 8666 of June 1993. The tender proceedings were coordinated by the Finance and Investor Relations Management Unit, approved in committee by the Executive Board, and submitted to approval by the Board of Directors