The Brazilian Takeover Panel is composed by 11 members, natural persons, with upstanding reputation, proficient knowledge of the functions, operations and practices of the financial and capital markets. The Panel members must act with independence, impartiality, discretion, diligence and skill, and issue reasoned decisions. The activities of Brazilian Takeover Panel will be done by:
- the Full Panel, composed of 11 members;
- the Panel Chair, appointed by majority of the Panel members;
- a Decider, who could be 1, 3 or 5 Panel members, designated by the Panel Chair, according to complexity of the request. The Decider will be charged with performing the Panel’s consultative and supervisory functions with regard to any particular circumstance addressed in a Consultation, Prior Consultation or Complaint;
- The Review Committee composed of three (3) Panel members appointed by the Panel Chair and established to consider motions for review.
According to the Panel Code, the Internal Ruling establishes that the Full Panel is responsible for:
- keeping Panel Code under review and implementing amendments from time to time,
- issuing Normative Ruling (Directive Releases and Guidance Notes),
- analyzing exceptional circumstances of adherence and
- answering Requests of Clarification.
The first Panel Chair was appointed by B3 and must remain in this position during the first three years of the Panel. At the end of the term of the first Panel Chair, the next Chair will be appointed by the majority of the Panel members. The Panel Chair has the following responsibilities: coordinating the activities of the Panel members; ensuring the Panel members are timely provided with complete information on the topics included in the agenda for any session of the Full Panel; calling and presiding over the Full Panel sessions; summarily rejecting Consultations or Complaints found to be baseless, by means of issuing a reasoned decision; and conducting the sortition whereby a Panel member shall be selected by draw to consider a Consultation, Prior Consultation or Complaint, whether individually or as member of a designated Ad Hoc or Review Committee (per the Panel Code), with regard to the rotation process and fair distribution of workload.
The Brazilian Takeover Panel is composed of 11 members of well recognized experience and expertise in financial and capital market affairs. The current composition of Brazilian Takeover Panel is:
TERM OF OFFICE
|Otávio Yazbek (Panel chair)||08/13/2018||08/13/2019|
|Otávio Yazbek (Member)||08/14/2017||08/14/2019|
|Luiz Serafim Spinola Santos||08/13/2018||08/13/2020|
|Marcio Guedes Pereira Junior||08/14/2017||08/14/2019|
|Maria Helena Santana||08/14/2017||08/14/2019|
|Walter Mendes de Oliveira Filho||08/13/2018||08/13/2020|
The appointment of Panel members requires unanimous vote from ANBIMA, BM&FBOVESPA and IBGC. The removal from office can be done by unanimous affirmative voting from the same capital market entities.
The following circumstances would render a person ineligible to serve as Panel member:
- Having been barred from acting, or declared ineligible to act as director, officer or otherwise hold managerial positions in any company by operation of special law;
- Having been convicted (under a final court decision) of bankruptcy crimes, or of malfeasance, corruption or bribery or graft or embezzlement, or of a crime against the economic order, or of acting in breach of public trust or against the property rights, or having been condemned to criminal penalty precluding access to public office, even if on a temporary basis;
- Having been judged guilty (under a final court decision) of the commitment of any of the crimes set forth under Chapter VII-B of the Capital Markets Law (Law No. 6,385 dated December 7, 1976), or the Financial Crimes Law (Law 7,492 dated June 16, 1986) or the Anti-Money Laundering Law (Law 9,613 dated March 3, 1998);
- Having been declared ineligible or unfit by the Brazilian Securities Commission.
Impartiality is a fundamental assumption for any self-regulation movement such as the Brazilian Takeover Panel. Because of this, some disqualification events are defined on articles 115 to 119 of the Panel Code. Each Panel member must disclose any facts or circumstances which could potentially lead to disqualification. This is the reason for the request of a list of documents in each request to the Panel. Moreover, the Takeover Panel Sponsors Association´s Board, if necessary, shall be responsible for considering and deciding claims of disqualification. To visualize the Panel Code, click click here.
The Panel will be assisted by a team of expert professionals suitable for the work they will be tasked with performing.
|CAPITAL MARKET ENTITY||MEMBERS||TERM OF OFFICE|
|Patricia V. de Castro Herculano (Chairman)||GOM*in 2018||GOM*in 2019|
|ANBIMA||Patricia Vieira de Castro Herculano||08/13/2018||GOM*in 2019|
|Erika Aparecida Lacreta de Toledo Campos (alternate)||04/29/2016||GOM*in 2019|
|B3||Daniel Sonder||04/29/2016||GOM*in 2019|
|Grasiela Cerbino (alternate)||04/29/2016||GOM*in 2019|
|IBGC||Heloisa Belotti Bedicks||04/29/2016||GOM*in 2019|
|Henrique Jose Fernandes Luz (alternate)||27/04/2018||GOM*in 2019|
*ACAF´s General Ordinary Meeting in 2019
The Administrative and Supervisory Board, or ACAF´s Board is responsible for supervising the conduct of Panel members and examining, as a precaution or upon request of any interested party, cases of potential, actual or perceived disqualification preventing a Panel member from exercising his or her advisory and supervisory functions under the Code.