The corporate governance model adopted by Cielo includes principles concerned with ethics, transparency, equity, accountability and corporate responsibility, essential for the sustainability of any business and in line with the best current corporate governance practices.

Cielo incorporated strict corporate governance standards into its values and daily business, voluntarily, which exceed the requirements of law, always ensuring the practice of ethical and sustainable conduct.

As Cielo believes that a solid governance model inspires greater confidence in the market under several aspects, one of the Company’s goals is the continued improvement in pursuit of the most advance governance level, aiming at maintaining a proper balance in the allocation of rights, powers, obligations and responsibilities amongst all the stakeholders, and, a result, maintain a healthy and efficient operation, thus, generating value in the long term.

Cielo adhered to the BM&F Bovespa’s “Novo Mercado” on June 29, 2009, bound to the Market Arbitration Panel, pursuant to the arbitration clause provided for in its Bylaws. It is worth pointing out that the listing in this segment implies to adopt a set of corporate rules, which enhance shareholders’ rights, besides a more transparent and comprehensive disclosure policy.

The Company’s American Depositary Receipts (ADRs), Level 1 have been traded since 2011 at the International OTCQX market, the US market premium segment, which recognizes major international companies of other securities traded in the US OTC market for the quality of their operational businesses, excellent disclosure of information and listing in qualified foreign stock exchanges.

For Cielo, the governance system optimization is one of the paths to achieve greater efficiency and add value to the Company, keeping the stakeholders’ confidence high.

In this regard, the main initiatives adopted by the Company to ensure a solid governance model are:

• The Board of Directors shall have three independent members, which is composed by a total of  11 members;
• The positions of Chairman of the Board of Directors and Chief Executive Officer shall be held by different persons, pursuant to the Company’s Bylaws;
• A Corporate Governance Department shall be created which will report to the Chief Executive Officer;
• Yearly carry out a self-evaluation of the Board of Directors, with mechanisms comprising a joint and individual approach, conducted by the Corporate Governance Department, with the participation and direction of the Corporate Governance Committee Coordinator (an independent member of the Board of Directors);
• Conduct a periodic external evaluation led by external consultant, directed by the Corporate Governance Committee Coordinator and supported by the Corporate Governance Department;
• A corporate governance electronic portal shall exist to restrict the exchange of information with members of the Board of Directors and Advisory Committees;
• Establish a fixed schedule of recurring issues to be discussed at the Board of Directors and an annual calendar or ordinary meetings of the Board of Directors, Fiscal Council and Advisory Committees;
• Implement a “Resolution Proposal” to clearly formalize the Board of Directors’ decision-making process;
• Determine the time estimated and monitor the time spent to discuss the issues of the agenda at the Board of Directos meetings, aiming at optimizing and ensuring the discussion of strategic issues in referred body;
• Be committed with diversity at senior management;
• Provide for governance guidelines of the Company and its aligned subsidiaries by means of corporate documents (Bylaws, Shareholders’ Agreements and Charters);
• Bi-annually periodically revise policies, rules and procedures;
• Provide handbook for shareholders’ attendance at meetings;
• Have a Code of Ethics, continuously improved by means of its employees’ contribution, which includes a set of business practices and procedures and relationship amongst employees, clients and suppliers, besides a specific Code of Ethics defining the guidelines for its suppliers’ professional conduct;
• Have an Ethics Channel which may be accessed by means of a specific Website or 0800 toll free number, operated by an independent company, which ensures confidentiality, and if desirable, – anonymity to those wishing to inform any deviation of conduct, whose coordination to check records is under the responsibility of the Internal Audit area, which is independent from the Company’s Board of Executive Officers, which reports all the activities related to the verification of denunciations received  until the conclusion of each case, monthly to the Audit Committee and half-yearly to the Board of Directors;
• Have a “Related Parties Transaction Policy and situations involving conflict of interests”, whose guideline is to ensure that the Company’s controlling shareholders do not take part a priori in decisions in which they can be benefited, composed of a set of rules which includes not only  prevailing laws providing for this issue, but also the best corporate governance practices.

Following carefully, without exceptions, this set of practices confers strength and reliability to Cielo in the long term.

Cielo’s Corporate Governance Department was created in 2014, an independent body, liable for (i) Cielo promoting the strict compliance with the best governance practices, (ii) ensuring the transparency of information provided to the Company’s governance bodies, (iii) ensuring the observance to the system adopted by the Company in the decision-making process, ensuring the interests and the quality of the Company’s decision-making process, contributing to its best performance and to reduce the risk of business.

The Company is managed (i) by the Board of Directors, composed of, at least, seven (7) and, at most, twelve (12) members elected by the General Meeting, with two-(2) year combined term of office, and reelection is authorized; and (ii) by the Statutory Board of Executive Officers, composed of, at least, two (2) and, at most, ten (10) members, one (1) Chief Executive Officer, one (1) Investor Relations Officer and up to eight (8) Officers without specific designation, elected by the Board of Directors, with two-(2) year term of office, and reelection is authorized. The Statutory Officers are authorized to cumulate positions, as resolved by the Board of Directors.

The Company’s Bylaws accepts the creation of technical and advisory committees, referred to as advisory committees or forums, which are supporting instruments to enhance the quality and efficiency of the Company’s management bodies performance, so that to maximize its value, always observing the principles and the best corporate governance practices.

The installation of Advisory Committees or Forums shall be incumbent upon the Board of Directors and/or Statutory Board of Executive Officers of the Company, where applicable, only the Audit Committee shall operate on a permanent basis.

Currently, the Company has the following committees and forums:

a) Board of Directors’ Advisory Committees: (i) Audit Committee; (ii) Risks Committee; (iii) Finance Committee; (iv) Corporate Governance Committee; (v) Personnel Committee; (vi) Sustainability Committee.

b) Statutory Board of Executive Officers’ Advisory Forums: (i) Diversity Forum; (ii) Disclosure Forum; (iii) Ethics Forum; (iv) Innovation Forum;(v) Social and Cultural Investment Forum; (vi) Pricing Strategy Forum; (vii) Privacy and Data Protection Forum; (viii) Products and Services Forum; (ix) Information Security and Fraud Prevention Manager Forum.

The competence, composition (including requirements and impediments applicable to members) and operation of Advisory Committees are provided for in the charters of each Committee, which were approved by the Company’s Board of Directors.

Likewise, the competence, composition (including requirements and impediments applicable to members) and the operation of Forums are provided for in the charters of each forum, which were approved by the Company’s Statutory Board of Executive Officers.

The Company’s Bylaws also provide for the eventual installation of a non-permanent Fiscal Council, an independent oversight body of the Statutory Board of Executive Officers and Board of Directors, with responsibilities and powers granted by laws. Since its operation is not permanent, the Company’s Fiscal Council may be installed by the General Meeting as requested by shareholders, in the assumptions provided for by laws.

Currently, the Company has a Fiscal Council, installed at the Annual General Meeting held on April 20, 2018.

Cielo’s shares are listed on the Novo Mercado segment, a segment of the stock exchange destined to the stock trading of companies which, voluntarily, adopt corporate governance practices additional to those required by Brazilian laws. The listing at this special segment implies the adoption of a set of corporate rules broadening shareholders’ rights, besides the adoption of more transparent and comprehensive information disclosure policy.

Amongst the voluntary practices assumed by Cielo, we highlight:

• Capital stock solely composed of voting right common shares;
• 100% tag along rule, i.e., in the event of a sale of control, all shareholders are entitled to sell their shares for the same price offered to controlling shareholder;
• The rule requiring a tender offer in the event of delisting or cancelation of agreement with BM&FBOVESPA, to buy back shares of all shareholders by economic value, at least;
• The Company shall provide in its bylaws that its board of directors is composed of, at least, two (2) independent board members – or twenty percent (20%), whichever is the greater, with a combined two (2)-year term of office, and reelection is authorized for members of its board of directors.
• Rule to maintain, at least, 25% of the outstanding shares (free float);
• Disclosure of complete financial information, including quarterly reports containing the cash flow statement and consolidated reports reviewed by an independent auditor;
• Availability of annual financial reports in the internationally accepted standard;
• Mandatory monthly disclosure of trades with securities issued by the Company by its officers, executives and controlling shareholders;
• Adhesion to the arbitration clause.

We strictly follow our related party transaction policy, which mandates that our controlling shareholders do not participate in decisions they can benefit from. An example was that the resolution on Cielo’s minority interest in Stelo was made solely by independent members of the Board, without participation of members representing Cielo’s controlling shareholders—namely Banco do Brasil and Bradesco—, which also control Stelo. Following the same principle, only independent members and Bradesco representatives voted on the creation of Cateno, after the association between Cielo and Banco do Brasil announced in November 2014.

The Company conducts, annually, performance evaluations of the Board and its Advisory Committees (“Committees”), of the Executive Board, such as collegiate bodies, as well as of the Governance department (“Annual Evaluation”), following the best governance practices and aiming at the continuous improvement of the bodies.

Methodology and the main criteria used to evaluate the Board and its Committees:

Historically, the Governance department is in charge of conducting the Annual Evaluation and consolidate the answers and feedbacks received, which are treated confidentially. The Board evaluation is conducted by the Corporate Governance Committee Coordinator, and the Committees evaluation is conducted by the Coordinators of each Committee.

The Board evaluation questionnaire is composed of 55 questions, distributed in 5 dimensions: (a) Board’s strategic focus; (b) knowledge and information on the business; (c) Board’s independence and decision-making process; (d) conduction of meetings and Board’s Committees operation and (e) motivation and alignment of interests, whose objective is to evaluate the Board’s performance to identify high-performance areas and those requiring development of action plans for continuous improvement of the work performed by the Board and the Company’s executive areas. Based on the final report, the Corporate Governance Committee discusses the results and the improvement opportunities identified for the development of action plans, and subsequently submits its recommendations to the Board, which are approved and prioritized for implementation.

The Committees evaluation questionnaire is composed of 40 questions, distributed in 5 dimensions: (a) understanding and information on the business; (b) conduction of meetings; (c) duties of the Committee; (d) motivation and alignment of interests; and (e) personal and professional relationship. Based on the final report, each Committee discusses the results and the opportunities for improvement identified for the development of action plans. Subsequently, the main results are reported to the Board and, eventually, the recommendations subject to its approval are submitted to the said Board for approval.

Methodology and the main criteria used for the Board’s Annual Evaluation:

Historically, the Governance department is in charge of conducting the Annual Evaluation and consolidate the answers and feedbacks received, which are treated confidentially. The questionnaire is composed of 55 questions. Based on the final report, the Board of Directors discusses the results and the improvement opportunities identified for the development of action plans, which are approved and prioritized for implementation.

Methodology and the main criteria used for External Evaluation of the Board, Committees, and Management:

As of 2020, the performance evaluation will be conducted by an independent external consulting agency, guided by the Corporate Governance Committee Coordinator and the Governance Officer.

Given the Company’s level of maturity in corporate governance, its stage of evolution, and the previous experience of the previous performance evaluation processes, a detailed in-depth evaluation will be conducted every four years (“Comprehensive Performance Evaluation”) and, annually, intermediate evaluations (pulse checks) (“Intermediate Performance Evaluation”) to monitor the evolution of the weakness points and, eventually, the identification of new points and opportunities for improvement.

The Comprehensive Performance Evaluation includes, initially, the performance evaluations of the Board, the Committees, the Executive Board, as collegiate bodies, as well as the Governance department. The methodology and procedures used for this evaluation are: (a) individual interviews with the members of the Board, the Committees, the Executive Board, the Chair of the Board and the Governance Officer; (b) online questionnaire applied to internal stakeholders, which include the heads of the departments that interact with the evaluated bodies and agents; (c) evaluation by the external consulting agency, through individual interviews with members of the Board, the Committees, the Executive Board, the Chair of the Board, the Governance Officer and the heads of the departments that interact with the bodies and agents evaluated; (d) adjustment of the results intermediated by the external consulting agency and (e) preparation of final recommendations with individual feedback for each agency, in addition to the indication of needs for adjustments and/or improvements and action plans, based on the results of the evaluations, complemented with international and national references.

The Intermediate Performance Evaluation includes, initially, the performance evaluations of the Board, the Committees, the Executive Board, as collegiate bodies, as well as the Governance department. The methodology and procedures used for this evaluation are: (a) online questionnaire applied to the members of the Board, the Committees, the Executive Board, the Chair of the Board and the Governance Officer; (b) online questionnaire applied to internal stakeholders, which include the heads of the departments that interact with the evaluated bodies and agents; (c) adjustment of the results intermediated by the external consulting agency and (d) preparation of final recommendations with individual feedback for each agency, in addition to the indication of needs for adjustments and/or improvements and action plans, based on the results of the evaluations, complemented with international and national references.

After concluding the evaluation process, whether comprehensive or intermediate, the external consulting agency consolidates the results of the evaluations and issues final recommendations with individual feedback for each body, as well as indicating the need for adjustments and/or improvements. The final report includes the conclusions of the evaluations, current governance processes and practices, and internal opinions on opportunities for improvement, as well as the external consultancy’s recommendations on the governance model and its practices.

Based on the final reports, the results and recommendations are submitted to each body for discussion, approval, and prioritization for implementation of the improvement opportunities identified for the development of action plans.

The Committee’s evaluation results are forwarded to the Board and, eventually, the recommendations that depend on its approval are submitted to the Board for approval.

Board of Directors Evaluation Results

2015 – Click here to download the Report of the Board of Directors Evaluation Results.

2016 – For the 2016 fiscal year, the members of the Company’s Board of Directors performed the evaluation at the beginning of 2017. However, the results and action plan were not discussed, considering that, when the results were calculated for presentation to the Board of Directors, the mentioned collegiate already had a new composition (change of approximately 40% in the composition).
2017 – For the 2017 fiscal year, the members of the Board of Directors have not conducted the evaluation, considering that there was a change in the composition of the Board of Directors members in January 2017 and, due to such change, the results would not reflect the consolidated position of the opinion of the members of the Board of Directors invested on the topics covered in the evaluation (change of approximately 55% in the composition).

2018 – Click here to download the Report of the Board of Directors Evaluation Results.

2019 and 2020 – Click here to download the Report of the Board of Directors Evaluation Results.

2021 – Click here to download the Report of the Board of Directors Evaluation Results.

2022 – Click here to download the Report of the Board of Directors Evaluation Results.