Bylaws
KLABIN S.A.
Approved and Restated in the Regular and Stockholders Special Meeting (AGEO) held on 03/20/2014
Article 5 modified in the Regular and Stockholders Special Meeting (AGEO) held on 03/19/2015
Article 5 modified in the Regular and Stockholders Special Meeting (AGEO) held on 03/10/2016
Article 5 modified in the Regular and Stockholders Special Meeting (AGEO) held on 03/10/2017
Article 5 modified in the Regular and Stockholders Special Meeting (AGEO) held on 03/08/2018
Article 5 modified in the Regular and Stockholders Special Meeting (AGEO) held on 11/26/2020
Articles 1, 2, 3, 5, 16, 20, 22, 26, 28, 32, 33, 37, 41 and 42 modified in the Regular and Stockholders Special Meeting (AGEO) held on 03/24/2021
Policies, Codes and Regulations
The basic values which have guided Klabin’s decisions and attitudes since its foundation in 1899 are upheld by morality, dignity, freedom, integrity, loyalty, transparency and justice. To emphasize best practices the company adopted a series of codes and policies which reinforce its culture and orient its activities, one of these being its Code of Conduct. Approved by the Board of Directors in 2009, this document establishes concepts which should be used by all the employees, irrespective of their position or function.
The guide is intended to orientate relationships between its board, directors and employees, as well as customers, suppliers, public organs and society as a whole, establishing values and guidelines to orientate decisions and attitudes during the exercise of their duties.
Approved in 2020 by the Board of Directors, the internal regulations of the Advisory Committees are intended to provide a basis for the constitution of the Committees and guide the functioning of the bodies by establishing rules and parameters of action. The Committees aim to evaluate, vote and express opinions on the duties and responsibilities defined in accordance with their respective Regulations, which are:
- Internal Regulation of the Audit and Related Parties Committee
- Internal Regulation of the Compensation Committee
- Internal Regulation of the Sustainability Committee
Our Disclosure and Trading Policy sets guidelines and procedures to be followed by the Company and people related thereto, for the trading of securities issued by the company, and for the dissemination of the information provided, ensuring the transparency to all interested parties, without privileging some over others. It is applicable not only to controlling shareholders and their administrators, but also to all employees (managers or not), who have access to privileged information.
The Dividend and Interest on Capital Policy (“Policy”) aims to: (i) establish the guidelines to be observed by the Company in the elaboration of proposals for the distribution of dividends and interest on capital, in compliance with the terms of its Bylaws and the applicable legislation; and (ii) clarify to the Company’s shareholders and other concerned parties about the procedures adopted by the Company regarding to the distribution of dividends and interest on capital
The Financial Indebtedness Policy (“Policy”) aims to: (i) establish the guidelines that will govern the Company’s decision making regarding its financial debt position; and (ii) clarify to the Company’s shareholders and other concerned parties the capital structure intended by the Company. This Policy establishes leverage and liquidity targets and normalizes the controls to monitor and to implement rearrangement actions, when necessary
The strategic targets of Klabin are as follows: to create sustained value for all publics with whom the company relates – shareholders, customers, employees, suppliers and communities – and to consolidate its leadership in the markets where it is active. With integrated production, the organization guarantees the supply of raw material to produce its packaging paper and paper-made packaging, as well as assuring the quality of its products.
To ensure proper understanding by all interested parties of its real commitment to promoting sustainable development in its projects, investments and undertakings, Klabin has drawn up a Sustainability Policy that involved all levels of the company and was approved by its Board of Administration.
Since its creation, Klabin has based all of its relationships on solid ethical conduct. To reaffirm this commitment and comply with the law, in particular the recently sanctioned Anticorruption Law (Federal Law 12,846), Klabin drafted an Anti-Corruption Manual, which is one of the most important elements of its Program to Combat Corruption.
Although the law seeks to punish acts of corruption involving Brazilian or foreign public administrations, Klabin has extended the application to all entities and believes that combating fighting corruption is everyone’s responsibility, including senior management, employees, business partners, associate companies and subsidiaries, in Brazil and abroad.
Klabin’s Tax Guidance is based on the guidelines of its Code of Conduct, which applies to anyone who works at the company and its subsidiaries, offering guidance on how to make decisions and behave in the exercise of their duties and seeking to establish standards of integrity, transparency and reliability for its operations.