The Corporate Governance Guidelines are a consolidated set of mechanisms designed to promote interaction among shareholders, the Board of Directors, the Advisory Committees and Commissions to the Board of Directors, the Fiscal Council and the Executive Officers of CPFL Energia S.A. (“CPFL Energia” or “Company”).
Through these Guidelines, CPFL Energia presents its corporate governance framework which guides its operations and the practices adopted by the Company and its direct or indirect subsidiaries, subject to the respective Bylaws and Articles of Incorporation.
In the case of companies under shared control and affiliated companies, the opinions of executives indicated by the Company at Shareholder Meetings and Board of Director Meetings must observe the Governance Guidelines of CPFL Energia and take all efforts to ensure that the decisions are aligned with the best governance practices.
The commitments undertaken by Management to safeguard and create value are based on four (4) basic principles:
Transparency/Disclosure – the desire to provide stakeholders with information of interest to them and not just what is required by laws or rules.
Impartiality/Fairness – fair and equal treatment of all shareholders and other stakeholders, taking into consideration their rights, duties, needs, interests and expectations.
Accountability – provision of information by Management in a clear, concise, understandable and timely manner, fully assuming the consequences of their acts and omissions, and performing their roles diligently and responsibly.
Corporate responsibility/Compliance - zeal for the economic and financial viability of the Company, reduction of negative externalities of businesses and operations and increase the positive externalities, taking into account the different types of capital (financial, manufactured, intellectual, human, social, environmental, reputational, etc.) in the short, medium and long terms.
The Corporate Governance Guidelines are approved by the Board of Directors and, together with the Shareholders’ Agreement, the Company Bylaws, the Internal Charters of the Board of Directors, the Fiscal Council, and the Advisory Committees and Commissions to the Board of Directors, the Policies issued and to be issued on the subject of governance, such as securities trading, disclosure of material events, risk management, anticorruption and Code of Ethics Conduct, outline the practices adopted by CPFL Energia.
The Securities Trading Policy and the Policy on Disclosure of Material Events of the Company determine the disclosure of important information and prohibit the use of insider information among shareholders in the control block, members of the Board of Directors and Fiscal Council, members of Advisory Committees and Commissions to the Board of Directors, the Statutory Executive Officers,other executives of the Company and other persons who, by virtue of the position they hold, have access to insider information.
Management and Fiscal Council members can take office only after signing the Instrument of Consent, by which they take personal responsibility to abide by and act in accordance with the Listing Rules of the Novo Mercado segment of the BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange and the Rules of the Market Arbitration Chamber.