RUMO S.A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE):

Transcription

1 RUMO S.A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE): POLICY ON COMPENSATION OF MANAGERS AND AUDIT BOARD MEMBERS 1. PURPOSE This Compensation Policy ( Policy ) establishes the guidelines that must be observed for adequate compensation, according to market standards, of Managers and members of the Audit Board of Rumo S.A. ( Rumo or Company ). For the purposes of this Policy, "Managers" of the Company are (i) all the statutory members of the Board of Executive Officers elected by the Board of Directors, (ii) members of the Board of Directors and (iii) members of Advisory Committees to the Board of Directors who also fit the criteria in items (i) and (ii). The overall annual compensation of the Managers must be duly analyzed and established by the shareholders of the Company at a Shareholders Meeting. After analysis by the Compensation Committee, the Board of Directors must set the fixed and variable fees of its members as well as the Directors, Executive Officers and members of other committees. The compensation of Audit Board members will be set by the Shareholders Meeting that elects them, subject to the limitations established in applicable laws. The compensation under this Policy may be revised as part of the annual appraisal process, considering, among other factors, the total compensation of Managers and Audit Board members, the balance of fixed and variable compensation and the compensation offered by the Company and the market. 2. COMPENSATION APPLICABLE TO MANAGEMENT BODIES 2.1. BOARD OF DIRECTORS The Board of Directors of the Company will be eligible to receive only fixed remuneration, as per the terms and conditions of this Policy FIXED COMPENSATION The Directors of the Company will receive a monthly fixed compensation that aims to compensate them for the professional services provided and their commitment to the Company with regard to the duties and responsibilities inherent to their role ( Base Compensation ).

2 All the Directors will annually receive thirteen (13) equal installments of the Base Compensation, except the Chairman and Vice Chairman of the Board of Directors, who will be entitled to a different fixed compensation per month due to the importance of their functions. a) The Chairman of the Board of Directors plays a prominent role in the Company, and some of his duties are: i. Promote efficiency and sound performance of the Board of Directors, its meetings and discussions; i iv. Propose matters to be discussed at Board of Directors meetings and convene such meetings whenever he deems necessary or when requested by another Director; Coordinate the activities of other directors, ensuring that they perform their duties based on the Company s interests, always using the most complete and timely information on the items of the agenda of the meetings; Monitor and evaluate, together with other Directors and Executive Officers and individually, the members of each of these bodies; v. Propose the annual budget of the Board after considering the committees' opinion, especially for hiring external professionals; vi. v Support the Chief Executive Officer of the Company in establishing the priorities and strategies of the Company to be presented to the Board of Directors; Represent the best interests of the Company in relation to external stakeholders, especially government authorities, banks, clients, etc., and engage shareholders towards the achievement of the main goals of Rumo. As such, the Chairman will be entitled to a monthly fixed compensation in line with the market values for this function. The Chairman of the Board of Directors will be entitled to receive annually fifteen (15) installments of their respective base compensation. b) The Vice Chairman of the Board of Directors also plays a prominent role in the Board, especially in representing the best interests of the Company vis-à-vis investors, shareholders, public entities, banks and clients. Their duties include: i. Support the Chairman of the Board of Directors in performing their duties; Support the Board of Executive Officers in performing their duties;

3 i iv. Represent the best interests of the Company vis-à-vis investors and shareholders (meetings for earnings disclosures, roadshows, Cosan Day, etc.), public entities (regulatory and inspection agencies), banks and clients; Manage the activities of members of committees, ensuring that they perform their duties in the Company s interests, always using the most complete and timely information on the items of the agenda of the meetings. Similarly, the Vice Chairman of the Board of Directors will be entitled to a monthly fixed compensation compatible with the market rate for this function. The Vice Chairman of the Board of Directors will be entitled to receive annually fourteen (14) installments of their respective base compensation BOARD OF EXECUTIVE OFFICERS FIXED COMPENSATION Executive Officers are entitled to a fixed compensation that takes into account the existence of market benchmarks for professionals with similar experience and for other companies in the sectors where the Company operates VARIABLE COMPENSATION Variable compensation is calculated having as parameters the overall targets of the Company and the individual targets of each Executive Officer for the fiscal year of the Company. Each target has an individual performance indicator, in which the individual and specific contribution of each Executive Officer to the overall result of the Company will be evaluated. Variable compensation of Executive Officers is based on the achievement of the goals indicated by the key performance indicators ( KPI ), fixed in accordance with the financial targets and projects to be achieved, that is, connected to a productivity or operational measurement of the Company. Furthermore, Executive Officers are entitled to receive (i) share-based compensation and (ii) stock options, as approved by the Extraordinary Shareholders Meeting held on December 21, The Board of Directors, responsible for managing plans involving shares, may create programs for granting restricted shares in which it will deliberate, under the terms of the plan, on the beneficiaries of the program, number of shares distributed, granting of shares in tranches, restrictions to the receipt of shares and penalties. Once each share-based program is launched, the Board of Directors or Compensation Committee, as applicable, will establish the terms and conditions applicable to each share in a stock grant agreement entered into between the Company and each beneficiary.

4 Shares granted to participants will have their rights established in the Company plan and in the respective programs and individual agreements AUDIT BOARD The overall annual compensation of Audit Board members is fixed annually by the Shareholders Meeting that elected them. They are not entitled to variable compensation of any type, except reimbursement of travel, lodging and other expenses actually incurred while on Company business or in connection with their duties as Audit Board members, subject to the criterion of reasonableness. The annual compensation will be paid in twelve (12) monthly installments as per the Charter of the Audit Board, the laws in force and the Code of Best Corporate Governance Best Practices, and will be deliberated at and voted as non-variable global fees for all Audit Board members. Further, the compensation is deliberated upon and voted according to the dedication of time expected of the professional, the complexity of the business, the experience and qualification required to perform the function COMMITTEES In addition to the Board Of Executive Officers, Board of Directors and Audit Board, the Company has two (2) committees under its Bylaws: the Related Parties Committee and the Statutory Audit Committee, with the following characteristics: i. The Related Party Committee, composed of at least three (3) members or, preferably, of five (5) members of the Board of Directors of the Company, with the main purpose of evaluating and monitoring all the transactions of the Company and its Subsidiaries with Related Parties; and Statutory Audit Committee, which will be permanent and will be composed of at least three (3) members, who will report to the Board of Directors. It will assist the Board of Directors regarding internal controls and risk management processes, as well as supervising the activities of internal audit and independent audit firms of the Company, as well as other duties and responsibilities established in the regulation in force. To assist the Board of Directors, the Company also has the Compensation Committee, the Operational Committee, the Strategy and Sustainability Committee and the Finance Committee, all of them not statutory, with the following duties: i. Compensation Committee, composed of no more than five (5) members, which assists the Board of Directors in defining and discussing the main guidelines related to compensation of Managers and other employees and to define and control targets; Operational Committee, composed of at least five (5) members, which defines and monitors the operational KPIs of the Company and defines the best criteria for investments;

5 i Strategy and Sustainability Committee, composed of at least three (3) members, which assists the Board of Directors (i) on strategies for mergers and acquisitions (M&A), allocation of investments, strategic alliances and partnerships, business opportunities (investments and/or divestments) as well as control and monitoring of these issues, and(ii) in fulfilling its legal duties regarding the sustainability of the Company's businesses, by implementing and monitoring policies, strategies, initiatives and projects related to the sustainable development of the Company's businesses, including social and environmental management and communication and assessment of reports about the Company issued by regulatory bodies, in what may impact its sustainable development; iv. Finance Committee, composed of at least three (3) members, to assist the Board of Directors regarding the cash flow (liquidity) of the Company, investments of available funds, funding opportunities, capital structure and opportunities for the Company in the capital market. The Chairman of each one of the above-mentioned committees, whether or not established in the Bylaws, except the Audit Committee and the Finance Committee, will always be the Vice Chairman of the Board of Directors. Directors who are also members of committees, whether or not established in the Bylaws, may be paid additional compensation for their duties in the committees, but such compensation will be fixed, and no variable compensation will be possible. The compensation of Committee members will be set by the Board of Directors after analysis and recommendation by the Compensation Committee, subject to the limit defined by the Shareholders Meeting. The following are special powers of the Chairman of committees (except the Statutory Audit Committee): i. To manage the committees of the Company, coordinating the activities of the members of such committees, ensuring that they perform their duties in the Company s interests, always using the most complete and timely information on the items of the agenda of the meetings; Propose the annual budget of the committees, especially to hire external professionals, if necessary. The compensation of members for their participation in the committees, whether or not established in the Bylaws, may vary among its members in accordance with the level of individual engagement and responsibility, especially with regard to the Chairman of the committees, always in line with the market rates for such position. 3. ELEMENTS OF COMPENSATION The compensation of Managers and the Audit Board is usually in line with the market rates for professionals with similar experience in companies in the sectors where the Company

6 operates, compatible with the Company's size and importance in the market, and is adjusted according to the compensation benchmarks in such sectors. 4. SUPERVISION OF THE COMPENSATION POLICY The Compensation Committee of the Company will be responsible for supervising and implementing this Policy and recommending its revision by the Board of Directors. Its functions and duties are governed by the terms and conditions set by applicable laws and regulations, as well as with the Charter of the Compensation Committee. 5. MISCELLANEOUS a) No interference with Employment Relationship or Continuance in Office None of the provisions of this Policy must be construed as creating rights for Executive Officers, Directors, members of the Audit Board or committees or other employees of the Company, or as granting the right to remain as an employee, Executive Officer, Director or member of the Audit Board or committees or to interfere in any way with the Company s right to terminate the employment relationship with any person at any time, pursuant to law and the employment agreement. Moreover, this Policy will not grant any Executive Officer, Director or member of the Audit Board or committee the right to remain in their position until the end of their term of office or to interfere with the Company's right to remove them or assure them the right to be re-elected. b) Amendments The Company reserves the right, at any time, to revise, modify, amend or revoke this Policy, especially in case of any essential or material change in the laws or regulations applicable to the Company. c) Matters not covered by this Policy Matters not covered by this Policy will be decided by the Board of Directors of the Company, which may delegate such responsibility to the Compensation Committee. Curitiba, March 20, 2018.