Equitable Treatment of Shareholders
The corporate governance framework should ensure equitable treatment of all shareholders, including minority and foreign shareholders. Every shareholder should be able to obtain effective redress for the violation of his or her rights.
A. Every shareholder of the same category should be treated fairly.
1. All shareholders, regardless of their category, should have equal voting rights. All investors should have access to information about the voting rights associated with all types of shares before acquiring them. Any change in voting rights should be stipulated by a vote of the shareholders.
The company should seek, as far as possible, to converge towards a single type or class of share, tending to issue shares with voting rights (common shares) and maintain the smallest possible variety of non-voting shares (preferred shares or investment shares).
In this sense, it is advisable that the company issuing investment shares or other non-voting securities offer their holders the opportunity to exchange them for common shares with voting rights or that they provide for this possibility at the time of their issuance.
These exchange processes must be voluntary, consider all the shareholders of the respective class, be carried out under reasonable conditions, and respect the rights of the other shareholders of the company, whether ordinary or not.
2. The depositary entities of the shares must cast the votes in accordance with the will expressed by the nominal owner of the shares.
3. The processes and procedures of the General Shareholders’ Meetings should allow for the equitable treatment of all shareholders. The company’s processes should not make it excessively difficult or costly to issue votes.
B. A sufficient number of directors capable of exercising independent judgment in matters where there are potential conflicts of interest should be elected, and for this purpose, the participation of non-controlling shareholders may be taken into consideration. Independent directors are those selected for their professional prestige and who are not linked to the company’s management or its controlling group.
C. No transactions with privileged information or abusive negotiations on their own account or on behalf of third parties should be carried out.
D. The Board of Directors and Management members should be required to disclose any material interest in transactions or matters affecting the corporation.