EGM approves IRB Brasil RE’s new governance structure

Publicado em: 24/06/2020

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IRB Brasil RE’s Extraordinary General Meeting of shareholders, virtually held this Tuesday (June 23rd), approved amendments to the company’s articles of incorporation, aiming at strengthening even more the corporate governance. The amendments give room to increasing the number of officers appointed in the articles from the current three up to seven ones, decentralizing decision-making.


The executive board shall work in a collective way, being composed by a chief executive officer, a financial and investors’ relations executive officer, a risk and compliance executive officer, a reinsurance executive officer (a position created now) and up to three officers with no specific title.


The executives also had their attributions redefined, with the inclusion of competences, justified by “allowing more flexibility in determining the scope” of the executive board. In addition to the specifications of each position, it will be possible, for example, to “create commissions to support the executive board, aiming at helping taking decisions, always according to the guidelines by the Board of Directors, as well as approving the respective by-laws and defining the components.” In practice, it will be possible to create specialized groups for helping officers.


“The approval of the amendments by the EGM is a very important step for the company, as it means an instant improvement to our corporate governance practices”, says the chairperson of the Board of Directors and current CEO, Antonio Cassio dos Santos. “Not in a hurry but nonstop as well, we are adapting IRB Brasil RE to the market’s best practices, improving the partition of positions and responsibilities, promoting power decentralization and increasing autonomy, with more executive boards appointed in the articles.


Retained Earnings

The new articles of incorporation also allows for the creation of retained earnings, to be made using up to 100% of the company’s remaining net income after the mandatory provisions for the legal reserve and the payment of the mandatory dividend. This shall allow guaranteeing the reinsurer complies with the regulatory requirements related to the maintenance of the regulatory margin of solvency and other capital and liquidity requirements; assuring resources for the company to endure operational expenses and make investments; and allowing the maintenance of the regular and constant flow of provisions to shareholders, subject to the financial situation.


On the other hand, the Board of Directors will be able, according to the new writing, to resolve on capital increases, within the limit of authorized capital, allowing the company to adopt, faster and more flexibility, measures related to its capitalization.


“Facing the recent events, the new executive board and the new Board of Directors have worked nonstop over the last weeks to have an appropriate answer to the shareholders, to the regulatory authorities and the market, always keeping transparency as a premise”, complete Antonio Cassio.

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