B3 S A Brasil Bolsa Balcão : Internal Regulation of the Corporate Governance and Nominati...

INTERNAL REGULATION OF THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE

29/08/2019

INFORMAÇÃO INTERNA

INTERNAL REGULATION OF THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE

SUMMARY
CHAPTER I - THE CORPORATE GOVERNANCE AND NOMINATION
COMMITTEE......................................................................................................	3
CHAPTER II - COMPOSITION OF THE COMMITTEE ......................................	3
CHAPTER III - OPERATION OF THE COMMITTEE .........................................	5
CHAPTER IV - DUTIES AND RESPONSIBILITIES OF THE COMMITTEE ......	7
CHAPTER V - GENERAL PROVISIONS.........................................................	10

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INTERNAL REGULATION OF THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE

CHAPTER I

THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE

Article 1 The Corporate Governance and Nomination Committee ("Committee") is a permanent advisory board Committee bound to the Board of Directors and governed by the applicable law and regulations and the Bylaws of B3 S.A. - Brasil, Bolsa, Balcão ("B3" or "Company") and this Internal Regulation ("Regulation").

Article 2 The Committee reports to the Board of Directors and operates independently from the Management of the Company.

CHAPTER II

COMPOSITION OF THE COMMITTEE

Article 3 The Committee shall be composed up to four (4) members, whereas at least two (2) of whom shall be Independent and Unbound Directors, all with a two

1. years term of office, and with the possibility to be reelected for equal and consecutive terms of office.

§1. The Committee members exercise a non-delegable function to be performed with duty of care and loyalty, thus requiring them to avoid any conflict of interest which may jeopardize the interests of the Company and the shareholders.

§2. In case of vacancy of the seats of the members of the Committee, the Board of Directors shall appoint the substitute pursuant to the provisions set forth in the caput above.

Article 4 The candidates for the Committee shall meet the following conditions, in addition to the ones provided herein:

1. being over 25 years old;

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INTERNAL REGULATION OF THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE

1. having an upstanding reputation, and proficient knowledge of the functions, operations and practices of the capital markets operated by the Company and/or its subsidiaries;
2. is not a member of the Management of the Company or its subsidiaries;
3. not having a spouse, domestic partner or relative to the second degree as director or officer of, or employed with, the Company or any of its subsidiaries;
4. not holding a position in any company deemed to be a competitor of the Company or its subsidiaries; and
5. have effective availability to serve as a member of the Committee, regardless the office as member of the Board of Directors of the Company and offices eventually occupied in other entities, as members of the Board of Directors and/or as managers.

Article 5 The Board of Directors shall appoint a Coordinator among the members of the Committee, who shall represent, organize and coordinate the activities of the Committee.

• 1º The Coordinator of the Committee has the following duties:

1. calling, convening and presiding the meetings of the Committee, and appointing the meeting secretary amongst the attending members, who shall be responsible for preparing the minutes of the meeting;
2. representing the Committee in the Board of Directors and in interactions with the Management of the Company and its internal and independent auditors, other bodies and internal committees, signing, whenever necessary, the correspondence, invitations and reports sent to them;

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