Governance Practices

Corporate Governance Fact Sheet
Board Members 6
Independent Board Member 1
Tag Along 100%
Shares Ordinary (ON)
Free Float (as a % of total shares) 41.81%
Financial Reporting Standard IFRS
Separate Chairman of the Board and CEO Yes
Publication of board meetings’ minutes Yes
Independent Audit Commitee Yes
Corporate Governance Policies Approved by the Board of Directors Yes
Professional Business Conduct Standards Yes
Ethics Policy Yes
By-Laws Yes
Disclosure and Trading Policies Yes

1) What is Wilson Sons’ Corporate Structure and who is the controlling shareholder?

Wilson Sons is controlled by Ocean Wilsons Holding Limited (Bloomberg: 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 (58,19%): 41,444,000 BDRs
  • Free Float (41,81%): 29,775,900 BDRs

2) Why is Wilson Sons 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.

3) How often does Wilson Sons release its earnings?

Wilson Sons earnings results are released quarterly and are prepared according to the International Financial Reporting Standards (IFRS).

4) How much did Wilson Sons pay in dividends over the last years?

The dividend payments approved by the Board of Directors over the last years are:

  • For the fiscal year 2007 (paid in 05/23/2008): R$ 0.373500 (US$ 0.225)/share, or US$ 16.0 million in total
  • For the fiscal year 2008 (paid in 05/20/2009): R$ 0.464850 (US$ 0.225)/share, or US$ 16.0 million in total
  • For the fiscal year 2009 (paid in 05/17/2010): R$ 0.562675 (US$ 0.317))/share, or US$ 22.1 million in total
  • For the fiscal year 2010 (paid in 05/13/2011): R$ 0.409575 (US$ 0.254)/share, or US$ 18.1 million in total
  • For the fiscal year 2011 (paid in 05/10/2012): R$ 0.490728 (US$ 0.254)/share, or US$ 18.1 million in total
  • For the fiscal year 2012 (paid in 05/13/2013): R$ 0.507365 (US$ 0.254)/share, or US$ 18.1 million in total
  • For the fiscal year 2013 (paid in 05/09/2014): R$ 0.848540 (US$ 0.380)/share, or US$ 27.0 million in total
  • For the fiscal year 2014 (paid in 05/12/2015): R$ 1.233382 (US$ 0.407)/share, or US$ 29.0 million in total
  • For the fiscal year 2015 (paid in 05/11/2016): R$ 1.767250 (US$ 0.500)/share, or US$ 35.6 million in total
  • For the fiscal year 2016 (paid in 05/16/2017): R$ 1.654119 (US$ 0.520)/share, or US$ 36.9 million in total

5) Who are the members of the Board of Directors and how often do they meet?

The current members of the board of directors are:

  • José Francisco Gouvêa Vieira (Chairman)
  • William Henry Salomon (Deputy Chairman)
  • Augusto Cezar Tavares Baião (Director)
  • Claudio Marote (Director)
  • Andrés Rozental (Director)
  • Cláudio Frischtak (Independent Director)

The Board of Directors meets quarterly for ordinary general meetings. Extraordinary general meetings may be convened by the Board of Directors at its discretion whenever such meetings are required.

6) Who are the Executive Directors of the Company?

Aligned with the strategic directives of the Board of Directors, the highly-qualified executive directors of the Company are responsible for the day-to-day management of the Wilson, Sons’ businesses are:

  • Augusto Cezar Tavares Baião (CEO of the Brazilian subsidiary)
  • Fernando Fleury Salek (CFO of the Brazilian subsidiary and Investor Relations)
  • Arnaldo Calbucci Filho (COO of Maritime Services)
  • Luiz Sergio Fisher de Castro (COO of Port Terminals & Logistics Services)