Proposal presented by B3, the Brazilian Stock Exchange, this Wednesday (17) provides that companies that wish to continue trading shares must, as of 2025, include in their board of directors or statutory directors at least one woman and a representative of groups. minorized, that is, target of discrimination and with little presence in spaces of influence, such as blacks, people with disabilities and LGBTQIA+.
Companies that do not comply with the rules must present a public justification for doing so, according to the bill. If a single member represents both categories, the requirement will be met.
The proposal is open for discussion at a public hearing for 30 days, until September 16. Opinions and contributions can be sent to the email [email protected].
It is expected that, after analyzing the results of the hearing, the proposal will enter into force in 2023, with deadlines for adaptation between 2025 and 2026.
The non-compliance or lack of explanations for the non-adoption of the measures will result, in cases considered serious, in the delisting of the company, foresees the proposal under discussion. In other words, the corporation will no longer have its shares traded on the Stock Exchange.
Other criteria that incorporate elements of the ESG agenda, an acronym for good practices in the environmental, social and governance areas, must also form part of the requirements for listing or permanence.
One of the main ones is the linkage of ESG targets as a criterion for the payment of bonuses to executives.
Currently, of the 423 listed companies, approximately 60% do not have any women among their statutory directors, and 37% do not have female participation on the board of directors, according to a survey carried out by B3 this year.
The proposal establishes that companies that are already listed on the Exchange, on the effective date of the new rules, will have until 2025 to prove the election of the first member, or present justifications, and 2026 for the second member.
For companies that make their IPO (first public offering of shares) after the new rules come into force, the deadlines are the year following listing, for the first person, and the following year, for the second person.
The change in directors’ long-term compensation should be applied as of 2025, for companies already listed, and, in the case of newly listed companies, in the year following the listing.
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