Governance Practices

  • 7 Board members
  • 1 independent Board member
  • 100% tag-along right for all minority shareholders
  • Single-class shares with equal voting rights
  • 42% of total capital on Free Float
  • Financial results disclosed quarterly according to IFRS standard
  • Separate Chairman of the Board and CEO roles
  • At least 4 Board of Directors meetings held annually
  • Board of Directors approval of all projects higher than US$5.0M
  • Publication of Board of Directors meetings’ minutes
  • Independent Audit Committee
  • Corporate Governance policies approved by the Board of Directors
  • Professional business conduct standards
  • Ethics policy
  • By-laws
  • Disclosure and Trading policies

 

1) What is the Company Corporate Structure and who is the controlling shareholder?

Wilson Sons is controlled by Ocean Wilsons Holding Limited (Ticker: OCN LN), a publicly listed company with its shares being traded at the London Stock Exchange for more than 100 years.

  • Ocean Wilsons Holding Limited (58%)
  • Free Float (42%)

2) Why is the Company listed in Brazil through BDRs (Brazilian Depositary Receipts)?

Brazilian Depositary Receipts (BDRs) are certificates, issued by a depositary institution in Brazil, that represent stocks issued by publicly traded companies with headquarters overseas. The certificate is issued by a depositary institution in Brazil, Bank of New York Mellon, backed by ordinary shares of Wilson Sons Limited. Bank of New York Mellon, as the depositary institution is authorized by the Brazilian Central Bank and the Brazilian Securities and Exchange Commission (CVM). Headquartered in Bermuda since 1990, Wilson Sons shares are negotiated on the B3 exchange through BDRs (Ticker: WSON33).

3) Why the Company is not listed in Brazil on Novo Mercado?

Although companies based abroad cannot be listed on the Novo Mercado (Brazilian best practice listing), Wilson Sons strives to meet the highest corporate governance standards. However, a preliminary analysis is being conducted to evaluate the possibility of listing the Company in Brazil.

4) Who are the members of the Company’s Audit Committee?

The Audit Committee is composed by five members:

  • José Francisco Gouvêa Vieira (President)
  • William Henry Salomon (Vice President)
  • Claudio Marote (Effective Member)
  • Cláudio Frischtak (Effective Member)
  • André Rozental (Effective Member)

5) Who are the members of the Company’s Risk Committee?

The Risk Committee is composed by five members:

  • Fernando Fleury Salek (Effective Member)
  • Arnaldo Calbucci Filho (Effective Member)
  • Luiz Sergio Fisher (Effective Member)
  • Helvécio de Oliveira Rodrigues Neto (Effective Member)
  • Fernando Moreira Deveza (Effective Member)