Nomination Policy for Board of Directors, it´s Advisory Committees and Board of Executive Officers of MAHLE Metal Leve S.A.
1.1 The Nomination Policy for MAHLE Metal Leve S.A. (“Company“)’s Board of Directors, it´s Advisory Committees and Board of Executive Officers (“Policy”), aims to establish the criteria and processes to be observed for the nomination of members for Board of Directors, it´s Advisory Committees and Executive Officers of the Company (“Eligible Positions“).
1.2 The Policy was prepared in accordance with the provisions of Law 6,404 / 76 (“Corporate Law“), the Novo Mercado Listing Regulation of B3 S.A. – Brasil, Bolsa, Balcão (“Novo Mercado Listing Regulation”), the Business Code and the Company’s Bylaws, as well as other rules and guidelines issued by the Securities and Exchange Commission (“CVM“), in addition to observing the best practices of corporate governance on the subject.
2.1. Indications for Eligible Positions shall consider:
(i) the legal requirements and prohibitions, including, without limitation, articles 145 to 147 of the Corporate Law, applicable to the management, as well as CVM Instruction No. 367 of May 29, 2002;
(ii) the availability of time for a suitable performance of the assignments, as well as the exemption from conflicts of interest with the Company, being that the Eligible Nominee shall not occupy a position in a company or entity that may be considered a Company competitor, observed the article 147 of the Corporate Law;
(iii) a prior analysis of the Company’s real needs and the position to be held, in addition to seeking a composition that considers, as far as possible, diversity of knowledge, experiences, behaviors, cultural background, age and gender; and
(iv) avoid any kind of inclination that may entail in any form of discrimination, among others, due to gender, ethnicity, age or physical disability, will be avoided, aiming to promote equal opportunities.
2.2. The nominees for the Eligible Positions (“Eligible Nominees”) must be highly qualified professionals with an unblemished reputation, recognized professional career, strategic vision and commitment to the values, culture and strategic objectives of the Company. The Eligible Nominees must have solid professional, technical and academic experience, compatible with the position for which they are being nominated to, being the proficiency in English recommended.
3.1. The shareholder wishing to appoint candidates to the Board of Directors shall notify the Company in writing, by e-mail relacoes.investidores@mahle.com, within twenty-five (25) days before the Shareholders General Meeting that will elect the Company’s new Board of Directors.
3.2. The shareholder, shall present, at the same event of nomination:
(i) the curriculum vitae of the nominated candidate, containing mention of any positions he/she occupies in boards of directors, boards of executive officers, fiscal council or consultative boards in other companies or entities;
(ii) clearance declaration;
(iii) politically exposed persons declaration; and
(iv) independence declaration, if appointed as independent board member, as under the terms of Novo Mercado Listing Regulation.
3.3. The Investor Relations Department will send the documents to the Corporate Secretary of the Board of Directors, who will carry out the analysis of the adherence of the nominations to item 3.2 above, supported by the documents highlighted in the previous item and will give its opinion to the Investor Relations Department. The Investor Relations Department, in turn, will give a return to the shareholder who made the nomination. The nominee shall be included in the management proposal for the Shareholder Meeting for election of Directors.
3.4. It is recommended that:
(i) the Board of Directors have, in its composition, professionals with experience in diversified subjects, for example:
(a) the Company’s sector of operation in Brazil and abroad;
(b) identifying and controlling corporate risks;
(c) people management;
(d) finance, accounting and corporate law; and
(ii) that Eligible Nominees have held similar functions to those that will be performed during the term of the Director.
4.1. The successors of the Executive Officers shall be appointed by the controlling shareholder.
4.2. The controlling shareholder shall appoint, in writing, to the Chairman, within twenty-five (25) days before the Board of Director’s Meeting that will elect the Company’s new Executive Officers, the candidates to the Executive Officer positions. The appointment shall be accompanied by:
(i) the curriculum vitae of the Eligible Nominee, containing information of any positions he/she occupies in boards of directors, boards of executive officers, fiscal councils and or advisory boards in other companies or entities in the past five (5) years;
(ii) clearance declaration; and
(iii) politically exposed person declaration.
4.3 The Corporate Secretary shall perform the same procedure as provided for in item 3.3 above.
4.4. The Executive Officers must have the academic qualification, knowledge and professional experience compatible with the position to which they are assigned.
4.5. The proposal for re-election of the Executive Officer should be based, among other aspects, on its performance.
5.1. The appointment of members of Advisory Committees shall comply with the guidelines established in this Policy for the appointment of members of the Board of Directors and any procedures described in the respective internal regulations of each Committee.
6.1. Any violations of the rules contained in this Policy shall be communicated to the Board of Directors, and appropriate measures and penalties shall be adopted, without prejudice to the penalties provided for in current legislation.
7.1. The Board of Directors will be responsible for monitoring and executing this Policy.
7.2. This Policy was approved by the Board of Directors of MAHLE Metal Leve S.A., at a meeting held on 12 of May of 2021, being effective from that date indefinitely, and may only be modified by resolution of the Company’s Board of Directors.
