Corporate Governance

Overview

Corporate governance is set of processes, polices and other business drivers and controls aimed to guide decisions that are in line with an organization´s long-term objectives. Recommended corporate governance practices include the following:

an active and independent board of directors;

a compensation system that remunerates directors, officers and collaborators in line with the interests of the Company and those shareholders;

internal controls that ensure processes and practices observe legal requirements and the Companys internal regulations; and

transparent and systematic finacial reporting practices that ensure openness towards shareholders and other stakeholders.

At BM&FBOVESPA the principal objective of corporate governance is to provide the bedrock on which we will build to achieve our strategic goals and create a value for shareholders, whereas respecting stakeholders and making them proud. We regard the quality of our corporate governance as a mainstay for continuing fulfillment of our mission.

The importance of good governance standards for the long-term sucess of BM&FBOVESPA is all the mpre evident on account of widespread dispersion of ownership and absence of controlling shareholder, as well as for its institutional responsabilities towards development of the markets it manages.


ARBITRATION CHAMBER

The Company, the shareholders, the directors and officers and the fiscal council members (where the Fiscal Council is active) are required to commit to settle by arbitration any and all disputes involving any of them, related to, or arising from the application, validity, effectiveness, interpretation, violation and effects of violation of the provisions of these Bylaws, the Brazilian Corporate Law*, the rules and regulations of the Brazilian National Monetary Council, the Central Bank of Brazil and the Brazilian Securities Commission, the Novo Mercado Listing and Sanctions Regulations, the Novo Mercado Listing Agreement, and the Arbitration Regulation adopted by the Market Arbitration Chamber, as well as other rules and regulations applicable to the Brazilian capital markets. Any arbitration proceedings will be conducted by the Market Arbitration Chamber (established by BM&FBOVESPA) under its adopted Arbitration Regulation.