Governance Practices
Aligned with market practices, Copel has as reference the Code of Best Governance Practices of the Brazilian Institute of Corporate Governance (IBGC), which defines corporate governance practices as “the conversion of basic principles into objective recommendations, aligning interests with the purpose of preserving and optimizing the long-term economic value of the organization, facilitating its access to resources and contributing to the quality of the organization’s management, its longevity and the common good.
Copel, a publicly traded company, meets the specific requirements for companies listed on Level 2 of Governance of the B3 – Brasil, Bolsa, Balcão, complying with the provisions of Federal Laws No. 6,404/1976 and No. 13,303/2016, the rules of the Comissão de Valores Mobiliários (CVM) and other applicable legislation, in Brazil. Abroad, the Company complies with the rules of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), in the United States; of LATIBEX of Bolsa y Mercados Españoles, in Spain.
Copel’s practice is the constant improvement of its Governance System, which goes beyond compliance with legal requirements, the regulations of the Securities and Exchange Commission (CVM), the Issuers Regulation of B3, and the practices imposed by the North American legislation for companies listed on the New York Stock Exchange.
Copel organizes its operating and management rules into normative documents that range from corporate guidelines to operational procedures for each area. In this context, the Bylaws define the purpose, operation, organic structure of Copel and the duties of the various statutory bodies. The Internal Regulations formalize the responsibilities, functioning and attributions of the rules contained in the Bylaws and in the legislation that governs the Company’s activities for all Copel’s collegiate bodies.
Copel Policy Standards (NPCs), also called Corporate Policies, establish the direction for decision-making on specific matters, bringing the guidelines issued by the Board of Directors for each topic. Internal standards are the direct consequences of corporate policies, containing responsibilities and rules. Copel Organizational Standards (NOCs) describe the purpose, main duties and hierarchical organization of a body in the Company, as well as the processes it executes. Copel Administrative Standards (NACs) and Copel Technical Standards (NTCs) establish the rules for specific subjects.
For operational activities, there are Administrative Procedure Instructions (IAPs) and Technical Procedure Instructions (ITPs), which establish how administrative or technical activities must be carried out in accordance with the rules defined in corresponding standards.
For Copel, the Code of Conduct is one of the pillars of the Company’s Governance and Integrity. The document aims to establish the foundations of ethics, integrity and governance that govern relationships between Copel’s most diverse stakeholders.
The Code of Conduct applies to all employees, interns, suppliers, service providers, outsourced workers, advisors and directors of the Holding, as well as wholly-owned subsidiaries, and other entities that establish a temporary or long-term relationship with Copel. Therefore, it is the subject of actions aimed at making it known to these parties.
Finally, the Manuals consist of sets of procedures and/or technical instructions documented in an orderly and practical way for use
shared between those involved. For suppliers, for example, the Supplier Manual is available, with specific environmental guidelines and guidelines for this interested party.
Comparison of Copel’s corporate governance practices with the New York Stock Exchange corporate governance requirements applicable to U.S. companies.
| Section | New York Stock Exchange Corporate Governance Rules for U.S. Domestic Issuers | Copel’s Approach |
|---|---|---|
| Director Independence | ||
| 303A.01 | Companies listed on the New York Stock Exchange must have a majority of independent members on their Board of Directors. | According to our Bylaws, the majority of the members of the Board of Directors must be independent, as determined by our shareholders. Independence must be deliberated and recorded in the minutes of the General Meeting that elects the members of the Board of Directors, in accordance with Article 20, Paragraph 4, Item I of our Bylaws, Article 17 of the Novo Mercado Regulations, and Article 7, Annex K of RCVM 80/2022. Currently, 8 of the 9 members of the Board of Directors are independent in accordance with applicable legislation. |
| 303A.03 | To enable non-executive directors to exercise more effective control over management, non-executive directors of listed companies should meet in regular executive sessions without management present. | Our President is not a member of the Board of Directors. Our non-executive directors regularly hold executive sessions without management, which are generally scheduled to take place at the end of each Board meeting. |
| Nominating/Corporate Governance Committee | ||
| 303A.04 | To enable non-executive directors to exercise more effective control over management, non-executive directors of listed companies should meet in regular executive sessions without management present. | COPEL has a permanent statutory committee, the People Committee, responsible for monitoring the nomination and evaluation processes applicable to our management, the members of the Board of Directors and the Supervisory Board, as well as the advisory committees of the Board of Directors. The People Committee is currently composed of three independent members elected by the Board of Directors and has its own Rules of Procedure with specific chapters on its powers and duties, as well as responsibilities and obligations. |
| Compensation Committee | ||
| 303A.05 | A listed company must have a Compensation Committee composed entirely of independent directors, with written rules covering certain specified minimum duties. “Controlled companies” are not required to comply with this requirement. | COPEL has a permanent statutory committee, the People Committee, whose role is to advise the Board of Directors, which develops and monitors the compensation strategy for managers, members of advisory committees, and supervisory board members. The People Committee currently consists of three independent members elected by the Board of Directors and has its own Rules of Procedure with specific chapters on its powers and duties, as well as responsibilities and obligations. |
| Audit Committee | ||
| 303A.06 303A.07 | A listed company must have an Audit Committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3 under the Securities Exchange Act, with written bylaws covering certain specified minimum duties. | COPEL has a Statutory Audit Committee, an independent, advisory and permanent body that provides advice and is linked to the Board of Directors, in accordance with Article 51 of the Bylaws (Holding). Its responsibilities, duties, powers, and duties are established in specific Rules of Procedure, in accordance with Brazilian and US legislation, including the provisions of the Sarbanes-Oxley Act (SOX); SEC and NYSE Best Practice Rules. The Statutory Audit Committee complies with the exemption requirements of Regulation 10A-3,(c)(3) and is currently composed of three independent members. |
| Equity Compensation Plans | ||
| 303A.08 | Shareholders should have the opportunity to vote on all stock-based compensation plans and material revisions thereto, with exceptions set forth in NYSE rules. | According to Federal Law No. 6,404/1976 – Brazilian Corporation Law, in its Article 152, shareholder approval at a General Meeting is required for the adoption of any stock-based compensation plans and relevant revisions thereto. |
| Corporate Governance Guidelines | ||
| 303A.09 | Listed companies must adopt and disclose corporate governance guidelines. | COPEL complies with the requirements established for companies listed on the Novo Mercado of B3 – Brasil, Bolsa, Balcão. In addition, COPEL adopts the Code of Best Corporate Governance Practices of Instituto Brasileiro de Governança Corporativa (“IBGC”) and the Brazilian Code of Corporate Governance (“Publicly-Held Companies”). |
| Code of Ethics for Directors, Officers and Employees | ||
| 303A.10 | Listed companies should adopt and disclose a Code of Conduct for directors, officers, and employees, and promptly disclose any exemptions from this document for directors or officers.. | COPEL has a Code of Conduct consisting of a set of rules that guides the actions of all employees, administrators (members of the Board of Directors and Executive Officers), members of the Supervisory Board and Committees, interns, apprentices, suppliers, service providers, contractors, and other parties who have a relationship with the Company or who perform activities on its behalf and on behalf of its Wholly-Owned Subsidiaries and controlled companies. All of these individuals are responsible for complying with the provisions of the Code and applying its content within their respective roles, in addition to promoting the dissemination, understanding, and integration of this document. |
| Certification Requirements | ||
| 303A.12 | The CEO of a listed company must immediately notify the NYSE in writing after any executive officer of the listed company becomes aware of any material noncompliance with the applicable provisions of Section 303. He or she must also certify that he or she is not aware of any violation by the listed company of the NYSE’s corporate governance listing standards, qualifying the certification to the extent necessary. Each listed company must submit a Written Affirmation executed annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE. | The President of COPEL will immediately notify the NYSE in writing if any of our executive officers become aware of any material noncompliance with any applicable provisions of the NYSE’s corporate governance rules and will also certify that he is not aware of any violation by the listed company of the NYSE’s corporate governance listing standards. We submit an Annual Written Affirmation to the NYSE each year and will submit an interim Written Affirmation when necessary. |
| Clawback Policy | ||
| 303A.14 | The issuer shall adopt and comply with a written clawback policy that provides that the issuer will recover, with reasonable promptness, the amount of incentive-based compensation wrongfully granted in the event that the issuer is required to prepare an accounting restatement due to the issuer’s material failure to comply with any financial reporting requirement under securities laws, including any accounting restatement necessary to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. | COPEL adopts a Clawback Policy (NPC 0315 Nomination, Compensation, and Annual Performance Review Policy) that meets the requirements of Section 303A.14 of the NYSE Listed Companies Manual. |
Last update: February 20, 2026.
