Structure

PANEL

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.

PANEL CHAIR

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 jurist Otavio Yazbek is the current Panel Chair.

MEMBERSHIP

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:

Know the Composition of Brazilian Takeover Panel

TERM OF OFFICE

The term of office is 2 years. At the end of the first two-year period, counted from 2013, no more than 5 panel members (and 6 members, after the third year) will be up for appointment every year.

Otavio

Otávio Yazbek (Panel chair) 08/13/2019 08/13/2020
Otávio Yazbek (Member) 08/14/2019 08/14/2021
Ana Novaes 08/13/2018 08/13/2020
Antonio Meyer 08/13/2018 08/13/2020
Denise Pavarina 08/14/2019 08/14/2021
Gilberto Mifano 08/14/2019 08/14/2021
Luiz Chrysostomo  08/13/2018  08/13/2020
Luiz Serafim Spinola Santos 08/13/2018 08/13/2020
Marcio Guedes Pereira Junior 08/14/2019 08/14/2021
Nelson Eizirik 08/14/2019 08/14/2021
Sergio Spinelli 08/13/2018 08/13/2020
Walter Mendes de Oliveira Filho  08/13/2018  08/13/2020
APPOINTMENT

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.

DISQUALIFICATION

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.

SUPPORT OFFICE

TECHNICAL TEAM

The Panel will be assisted by a team of expert professionals suitable for the work they will be tasked with performing.

Technical Team

ACAF´S BOARD

MEMBERS

The Administrative and Supervisory Board, or ACAF´s Board, is composed of 4 effective members and their alternates, for 3-year term, reappointment being permitted.
This is the current composition of Administrative and Supervisory Board:
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
Iêda Aparecida Patricio Novais (alternate) 27/04/2018 GOM*in 2019

*ACAF´s General Ordinary Meeting in 2019

POWERS

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.

Tel.: 11 2565-4810 | e-mail: atendimento@cafbrasil.org.br | Rua XV de Novembro, 275, 6º andar - Centro - CEP: 01013-001 - São Paulo - SP
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