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Corporate Governance

Governance

Corporate Governance is a set of actions that determines the Company‘s management and establishes a solid base with reliable processes that will ensure the long continuation of business. Oi is a company engaged in initiatives to disseminate Governance practices.

We believe that having an excellent Corporate Governance is essential to establish a relationship of trust with our investors, in addition to effectively contributing to the long-term business success.

Evolution

2018

Signature of the Business Pact for Integrity and Against Corruption

Policy on Gifts and Hospitality

2017

Compliance Manual

2016

Anti-corruption Policy

2015

Stakeholders Commitment Policy

Approval of an alternative structure to early adopt adhesion procedures with the Novo Mercado

Conclusion of Oi’s Share Swap for Rio Forte’s securities

2014

Change in the structure of synergy of activities with Portugal Telecom due to investments in Rio Forte

Capital increase in order to make feasible the synergy of activities with Portugal Telecom

Signature of final agreements with Portugal Telecom, so that to structure the consolidation of their activities

2013

Disclosure and Trading Policies (Segregation of the former Code of Conduct and Transparency - CVM Instruction 358/2002)

Inclusion in the Dow Jones Sustainability Index (DJSI)

Memorandum of Understanding to consolidate the activities of Oi S.A. and Portugal Telecom

Revision of the Code of Ethics in the light of the new anti-corruption law

2012

Listing on Level 1 of Corporate Governance on the BM&FBovespa

Approval of the restructuring plan by the Extraordinary Shareholders’ Meeting of February 27

First Sustainability Report in compliance with the GRI standards

Related Parties Policy

Review and updating of the Code of Ethics

New management methodology and tool (IGC)

2011

Creation of the position of Chief Operator Officer (COO)

Strengthening of the Board of Directors through the entry of a Strategic Shareholder (Portugal Telecom)

Adhesion to the EPC (Companies for the Climate) program

Creation of the Engineering and Networks, Technology and Innovation, and Services Committee (advisory to the Board of Directors)

Launch of the Education for Sustainability Program

Succession of the Chief Executive Officer (CEO)

Beginning of corporate restructuring processes:

  • Contracting of independent committees to submit the stock exchange ratio proposal to the Boards of Directors;
  • Approval of the stock exchange ratios by the Board of Directors;
  • Analysis of and favorable opinion on the Protocols, Justifications and Appraisal Reports by the Fiscal Committees;
  • Approval of the Protocols and Justifications by the Board of Directors.
2010

Sustainability Targets for Executives

Inventory and Disclosure of GHG Emissions

Adherence to the GHG Protocol Program

Joined ICO2 - Efficient Carbon Index

Special Annual Report focused on Sustainability

Social and Environmental Risk Matrix

Launch of the notice for the Oi Environmental Project Program - Oi Futuro

2009

Corporate Governance Committee, Disclosure and Sustainability Committee

Integration of Nova Oi‘s Corporate Governance Structure

Internal Controls and Corporate Risk Management Methodology and Policy

Health, Safety and Environment Policy

Policy of Jurisdiction and Delegation of Authority

Corporate Risk Management System

Corporate Governance Internet Portal

Adherence to the United Nations’ Global Compact

Sustainability Policy

2008

Information Security Policy

Joined Bovespa’s Corporate Sustainability Index (ISE)

2007

Code of Ethics (extended to suppliers)

Stock Option Plan

Advisory committees to the Board of Directors

2006

First SOX Certification

Complaints Channel - Fiscal Council

2005

SOX Pre-Certification

2004

Mapping of Risks and SOX Controls (Sarbanes-Oxley)

Adjustment of the Fiscal Council to SOX requirements (Audit Committee)

2003

Disclosure Committee

2002

Fair Disclosure Policy

Code of Conduct and Transparency - CVM Instruction 358

2001

Institute for Social Responsibility (Instituto de Social Responsabilidade - Oi Futuro)

Compliance

Our reputation is one of our main assets and, in order to ensure its preservation, we have rules, principles and values that guide the conduct of our employees, third parties, business partners and suppliers. These guidelines reinforce Oi’s ethical commitment in all its relationships, promoting transparency in its activities and and stronger organizational values.

The main goal of our Compliance Program is to understand our business and involved risks and then build the foundation for promoting ethics and preventing inappropriate acts. Its structure combines a series of measures that result in the implementation of prevention, detection and response mechanisms, designed to minimize our risks.

See below how our Compliance Program was established.

Risks and Internal Controls

The Company manages risks and establishes effective internal controls as part of its Corporate Governance process.

The ongoing monitoring of control efficiency concerning financial information treatment and disclosure has provided the Company with certification of compliance with the US Sarbanes-Oxley law every year, reinforcing our commitment to transparency.

The financial risk management considers Oi Group’s three-level consolidated structure: strategy, tactic and operation.

At the strategic level, the Company’s Executive Board annually agrees with the Board of Directors on the Risk Guideline to be followed for each fiscal year. At the tactical level, the Financial Risk Management Committee is responsible for supervising the compliance with the Policy at its monthly meetings. Operations are controlled by the Financial Risk Management, responsible for the monitoring of compliance of financial transactions with the Hedge and Investment Policies, which formalize the management of exposure to risk factors arising from the Group’s financial transactions.

(¹) This translation is still subject to the auditors review

(¹) This translation is still subject to the auditors review

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