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Governance Practices

Corporate Governance

  • 7 Board members
  • 2 independent board members
  • 100% tag-along right for all minority shareholders
  • Single-class shares with equal voting rights
  • 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$5.0 million
  • Publication of minutes of board of directors meetings
  • Statutory audit committee
  • Corporate governance policies approved by the board of directors
  • Professional business conduct standards
  • Code of ethical conduct
  • Disclosure and trading policies

 

1) Company Corporate Structure and the controlling shareholder

Wilson Sons is controlled by OW Overseas (Investments) Limited, subsidiary of 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.

2) Members of the company’s Audit Committee

  • Cláudio Frischtak
  • José Francisco Gouvêa Vieira
  • Mauro Moreira (Coordinator)

3) Members of the company’s Remuneration Committee

  • Augusto Cezar Tavares Baião
  • Cláudio Frischtak (Coordinator)
  • José Francisco Gouvêa Vieira
  • Mauro Moreira

4) Members of the company’s Ethics Committee

  • Aléa Fiszpan Steinle
  • Fernando Deveza (Coordinator)
  • Roberta Lourenço do Carvalhal Couto

5) Relationship with Public Administration – Participation in Bids, Signed Contracts, and Tax Benefit

  • Participation in Public Bids – Through the company Wilson Sons Terminals and Logistics, WS participated in the following public bids over the past three years:
    2021 – Auction for the lease of a port terminal at the Organized Port of Salvador/BA, designated as area SSD09. It should be noted that we were not the winning bidder in this process.

    2023 – Temporary Lease of the Port of Itajaí. It should be noted that we were not the winning bidder in this process.

  • Contracts Signed with Public Administration – Wilson Sons currently holds two container terminal lease agreement, as follows: Rio Grande container terminal lease agreement:

    Rio Grande container terminal lease agreement: The lease agreement for the Rio Grande container terminal was signed with the Rio Grande Port Authority (“SUPRG”, currently Portos RS) on 3 February 1997, with amendment to the lease agreement signed on 7 March 2006.

    Salvador container terminal lease agreement: The lease agreement for the Salvador container terminal was signed with the Bahia Port Authority (CODEBA) on 14 March 2000, with second amendment to the lease agreement signed on 16 November 2016.

  • Loan and Financing Contracts with Public Banks – Wilson Sons holds contracts with the e Desenvolvimento Econômico e Social (“BNDES”) and Banco do Brasil (“BB”) to finance the construction and repair of tugboats and shipyard facilities, as these institutions act as agents for the Fundo da Marinha Mercante (“FMM”).
  • Tax Benefit – Wilson Sons benefits from a tax incentive obtained as a result of the development of activities encouraged in the region of the Superintendence for the Development of the Northeast (“SUDENE”). Through this tax benefit, the Company is currently benefiting from a 75% corporate income tax (IRPJ) reduction, in Salvador container terminal, in relation to the profits from the exploration of the incentive activity developed in the SUDENE area.