Carrefour Brasil was incorporated on August 13, 1980, for an indeterminate period. We are controlled by Carrefour S.A., which controls Carrefour Group, headquartered in France, Europe’s second-largest retailer, present in more than 30 countries.
Since our IPO in July 2017, we have only voting shares listed in B3’s Novo Mercado under the ticker CRFB3. On May 8, 2017, B3 exempted us from the 25% free-float requirement and set our minimum free-float at 15% of our capital stock, provided that:
- following the IPO, the free-float financial volume equal at least R$3,000,000,000.00;
- the minimum average daily trading volume (ADTV) of shares issued by the Company equal or exceed R$25,000,000.00, which is evaluated monthly, and considering a 12-month period, after 18 months, as of our IPO.
In the event that we do not meet this 12-month ADTV requirement, which began on the 30th month as of the date of IPO, our 15% free-float requirement will be automatically reauthorized for an additional 18-month period. At the end of the second 18-month period, our free-float will have to correspond to either:
- 25% of our capital stock; or
- 15% of our capital stock, if the ADTV of our shares throughout the preceding 12-month period reaches R$25,000,000.00 for six consecutive months.
In compliance with the requirements set forth above, failure to meet the free-float requirement will subject us and our controlling shareholders to the sanctions foreseen under the Novo Mercado Listing Rules and the Novo Mercado Financial Penalty Regulations, pursuant to the rules effective at that time.
The exemption is also conditioned upon the Company’s commitment to:
- disclose in the Reference Form the highest and lowest annual, fixed, and variable average compensation of members of the Board of Directors, Statutory Board of Executive Officers, and Fiscal Council relating to the last fiscal year, pursuant to prevailing rules; and
- adopt various corporate governance practices by December 31, 2017, relating to the composition of our Board of Directors; the composition and duties of our Statutory Audit Committee; the organization of our Internal Audit Department; our disclosure and securities trading policy; the implementation of our code of conduct; and our policies regarding related-party transactions and conflicts of interest, nomination, and compensation.
Most of these corporate governance practices have already adopted by the Company, as described in Item 5. Market Risks, 12. General Meeting and Management, 13. Management Compensation, 16. Related-Party Transactions, 20. Securities Trading Policy and 21. Main Rules relating to the Novo Mercado. Rules are summarized in the last version of the Reference Form available on our IR website. For additional information on shares traded on B3, consult an institution authorized to operate at B3. In July 2018, our IR website made available the first version of our Governance Report, which summarizes the practices adopted by the Company.