Governance Model
Companhia Paranaense de Energia – Copel is a mixed capital, publicly traded company controlled by the government of the State of Paraná, with a unitary administration system (one tier).
The governance structure is composed of 7 executive boards and the Board of Directors (CAD), with 9 members, 7 appointed by shareholders, the CEO as executive secretary and 1 representative elected by employees, as established in the Bylaws, in accordance with Federal Laws No. 6,404/1976 and No. 13,303/2016.
Copel is committed to appointing independent members to the board of directors, pursuant to current legislation and internal rules. Copel’s Bylaws establish, for the composition of the Board of Directors, a minimum of 3 independent directors, with this number, in any event, equal to or greater than 25% of the total number of members of the body, in accordance with Federal Law No. 6,404/1976 and Federal Law No. 13,303/2016, as well as Rule 10-3 of the Securities Exchange Act.
Although the Chief Executive Officer (CEO) is an executive member of CAD, the Company’s Bylaws have established since 1994 that the Chairman of the Board must be independent and the position cannot be held by the CEO, pursuant to §3, of Federal Law No. 6,404/1976. The indication of the CAD chairman is a prerogative of the controlling shareholder and his designation is made in a General Assembly, in the terms of the Bylaws.
The nomination process for the members of Copel’s governance bodies complies with the requirements and prohibitions established in Federal Laws 6,404/1976 and 13,303/2016, in the Bylaws, as well as in Copel’s Nomination Policy, which has, as one of its basic principles, the promotion of diversity, to be considered in the nomination process, recognizing the multiplicity of backgrounds, qualifications and experiences, including in relation to gender, religion, age and race, as per item 3.2.8. Diversity. The composition of each body can be found on Copel’s website, as well as the résumé of each of its members.
Copel considers the nomination process for directors, executive officers and statutory committee members to be a fundamental part of the Company’s sustainable business management.
According to Copel’s Bylaws, the Board of Directors is responsible for approving and monitoring the Company’s general policies and their respective amendments, among them the Indication Policy and Standard, in compliance with the pertinent legislation, especially Federal Laws No. 6,404/1976 and No. 13,303/2016, as well as the best corporate governance practices.
The purpose of the Nomination Policy and the respective internal norm is to establish the guidelines, minimum requirements and prohibitions for the nomination of all members of statutory bodies of Copel, its direct and indirect wholly-owned subsidiaries, respecting their corporate procedures.
For the execution of the nomination process, the Company has a Nomination and Evaluation Committee, provided for in the Bylaws, whose attribution is to verify the compliance of the nomination process and the evaluation of directors and statutory committee members, pursuant to the legislation in force.
To compose 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, and must alternatively meet the minimum requirements and not be included in the prohibitions provided for in the applicable legislation.
The member of the statutory body must maintain the necessary eligibility (proof of requirements and absence of prohibitions) for the performance of the position throughout the term of office.
Article 17 of Copel Holding’s Bylaws establishes for the composition of the Board of Directors the unified term of office of 2 years, with a maximum of 03 consecutive reappointments allowed, totaling a maximum continuous term of office of 08 years, in accordance with Article 13, item VI, of Federal Law 13303/2016, in accordance with Federal Law 6,404/1976 and other applicable regulations, including considering the possibility of separate election by minority shareholders and holders of preferred shares, as well as the adoption of multiple voting. For more details about the permanence of CAD members, please click here.
The members of the statutory bodies must attend at least 75% of the meetings of the fiscal year, as prescribed in the Company’s By-Laws, in its article 80, and there may not be two consecutive absences.
The statutory bodies of Copel (Holding) and its wholly-owned subsidiaries are evaluated annually, as set forth in Article 81 of the By-Laws and in the Policy for Annual Performance Evaluation of the Statutory Bodies. Collective (peers and of the body) and individual (self-evaluation) evaluations are carried out. The evaluations have their independence assured by an external consulting firm, which develops the model and applies the evaluations, in accordance with Federal Law 13.303/2016.
The compensation of senior management, available on the Transparency Portal, is previously approved by the General Assembly and includes charges (FGTS and INSS), representation allowance and health plan.
Copel is a joint stock company, publicly traded, incorporated as a mixed economy company, controlled by the Government of the State of Paraná, with 2 classes of shares: common stock entitled to 1 vote per share in any vote; and preferred stock entitled to 1 vote per share on specific topics listed in the bylaws, whose corporate structure can be found on Copel’s website.
Copel has a list of corporate policies that govern all processes and guide decision-making, among which the following stand out Sustainability Policy; Corporate Governance Policy; Environmental Policy; Human Rights Policy; Integrated Management of Corporate Risks Policy; Climate Change Policy; Information Security Policy; Personnel Management Policy; and Occupational Health and Safety Policy.
