In the exercise of its functions, the Management Entity is responsible for representing the CIUs under management and exercising the voting rights inherent to the financial instruments held by them.
The Management Entity must always exercise voting rights guided by the principles of transparency, ethics, and loyalty, and in compliance with the segregation of activities required by current legislation.
In situations of conflicts of interest, considered as such for these purposes when they may in any way influence the Management Entity’s decision on how to cast a vote, thereby deviating from the objectives and investment policy of the CIUs under management, the following procedures must be adopted:
a) The Board of Directors, in coordination with the Risk Management Subdepartment, must analyze and evaluate all relevant aspects and issue a conclusive opinion on the situation, and in this regard must observe the following provisions:
– If a conflict of interest is confirmed, the Management Entity must adopt internal procedures to resolve the conflict in a timely manner to ensure participation in the meeting; or
– If it is not possible to adopt procedures in a timely manner, the Management Entity, in its capacity as manager, must refrain from exercising the voting right, remaining available to justify the adoption of such measures to any of the participants/shareholders who so request;
b) The Management Entity may exercise the voting right in a situation of potential conflict of interest, provided that the participants/shareholders of the CIU under management are duly informed of the content of the vote to be cast at least 3 days prior to the date of the meeting; and
c) If the Management Entity, in its capacity as manager, considers that its judgment regarding the matters to be voted on may be affected by a potential conflict of interest, it may reserve the right not to vote.
In situations of potential conflict of interest, except in cases of legal or regulatory obligation and/or possible harm to the CIU(s) or participant(s)/shareholder(s), the Board of Directors may decide to abstain.
Whenever requested by the participants/shareholders of the CIUs under its management, the Management Entity must provide detailed information, in writing and free of charge, on the measures and the voting decisions adopted, duly justifying the position taken.
(For more information, please refer to the Portuguese version of this document.)