Governance Model
Companhia Paranaense de Energia – Copel is a publicly-held corporation with no controlling shareholder, with legal personality under private law, with a unitary management system (one tier).
The governance structure is made up of up to 9 (nine) executive boards and the Board of Directors, which can be made up of 07 (seven) to 09 (nine) members, as established in the Bylaws, in accordance with Federal Law 6,404/1976.
Copel is committed to appointing independent members to the Board of Directors, in accordance with current legislation and internal rules. Copel’s Bylaws establish, for the composition of the Board of Directors, that the majority of directors must be independent, in accordance with Federal Law 6,404/1976 and the Securities Exchange Act.
Since 1994, the Company’s Bylaws have established that the Chairman of the Board must be independent and the position cannot be held by the CEO, under the terms of article 138, paragraph 3, of Federal Law 6,404/1976. The chairman of the Board of Directors is elected from among the members appointed by the shareholders at the General Meeting, under the terms of the Bylaws.
The process of appointing members of Copel’s governance bodies complies with the requirements and prohibitions set out in Federal Law No. 6,404/1976, the Bylaws, as well as Copel’s Nomination Policy, one of whose basic principles is the promotion of diversity, recognizing the importance of a multiplicity of backgrounds, qualifications and experiences, including in relation to gender, religion, age and race. The composition of each body can be consulted on the Governance Structure pages, as well as the curriculum vitae of each of its members.
Copel considers the process of appointing directors, executive officers and members of statutory committees to be a fundamental part of the sustainable management of the company’s business.
According to Copel’s Bylaws, the Board of Directors is responsible for approving and monitoring the Company’s general policies and their respective amendments, including the Nomination Policy, in accordance with the relevant legislation, especially Federal Law 6,404/1976, as well as the best corporate governance practices.
The purpose of the Nomination Policy is to establish the guidelines, minimum requirements and prohibitions for the nomination of all members of the statutory bodies of Copel, its direct and indirect wholly-owned subsidiaries, respecting their corporate procedures.
In order to carry out the nomination process, the Company has a People Committee, provided for in the Bylaws, which is responsible for verifying the conformity of the nomination and assessment process for board members and members of statutory committees, under the terms of current legislation.
To make up the statutory bodies, shareholders must nominate candidates who have an unblemished reputation, notorious knowledge, proven experience (technical, professional, academic) and the profile required for the position. In addition, candidates must not fall within the prohibitions laid down in the applicable legislation. The member of the statutory body must maintain, throughout their term of office, the necessary eligibility (proof of requirements and absence of prohibitions) to hold the position.
Article 20 of Copel Holding’s Bylaws establishes a unified term of office of 2 years for the composition of the Board of Directors, with re-election permitted, under the terms of Federal Law 6,404/1976 and other applicable regulations, including the possibility of separate election by shareholders holding preferred shares, as well as the adoption of multiple voting. For details on the permanence of CAD members, click here.
The members of the statutory bodies must attend at least 75% of the meetings during the year, in accordance with article 80 of the Company’s Bylaws, with no two consecutive absences.
The statutory bodies of Copel (Holding) and its wholly-owned subsidiaries are evaluated annually, as established in Article 81 of the Bylaws and in the Annual Performance Evaluation Policy for Statutory Bodies. Collective (peer and body) and individual (self-assessment) evaluations are carried out. The independence of the evaluations is guaranteed by an external consultancy, which develops the model and applies the evaluations.
The remuneration of senior management is approved in advance by the General Meeting and includes charges (FGTS and INSS), representation allowance and health insurance.
Copel is a publicly traded corporation, incorporated as a joint-stock company, without a controlling shareholder, with legal personality under private law, with shares of 3 classes: common stock with the right to 1 vote per share in any vote, preferred stock with the right to 1 vote per share on specific issues listed in the Bylaws, and a special class of preferred stock held exclusively by the State of Paraná. Its corporate structure can be consulted on Copel’s website.
Copel has a list of corporate policies that govern all processes and guide decision-making, including: Sustainability Policy, Corporate Governance Policy, Integrated Corporate Risk Management Policy, Information and Cyber Security Policy, People Management Policy and Occupational Health and Safety Policy.
