Corporate Governance

The administration of Irani is exercised by the Board of Directors, which has deliberative functions, and by the Management, with executive and representative functions, the Chairman of the Board of Directors does not hold the position of Chief Executive Officer of the Company.

The Board of Directors shall meet monthly, providing attention to strategic issues of the Company such as: business risks, market relations, corporate policies, investments and monitoring the results reflected in the Financial Statements Report. All powers of the Board of Directors are in Article 12 of the Bylaws of the Company. Among them, the inspection of the management is highlighted, allowing the Board to examine, at any time, Company books and papers, requesting information on contracts and any other acts. The Board mandate is for two years and the Member may be reelected.

The Executive Board shall meet, ordinarily in person, every month, and by videoconference, whenever necessary, and it is competent to practice all acts necessary for the regular operation of the Company, other than those of the competence of the General Assembly or the Board of Directors, in accordance with the powers contained in Article 14 of the Bylaws of the Company. The term of for the directors is two years, reelection is permitted.

The society is represented as follows:

a) Extra-judicially, by two Directors jointly, by a Director jointly with an attorney, or by two attorneys together;

b) Judicially by a Director to whom this responsibility was assigned by the Board of Directors or by an attorney specially constituted for this purpose.

Note: Trade bills and invoices in any establishment of the society, may be signed by a Director together with an attorney or together by two attorneys, as well as an ordinary correspondent. Checks issued by any establishment of the society, whether the head office, or a manufacturing facility, branch or deposit, shall be signed by two Directors together, by a Director together with an attorney, or by two attorneys.

In line with best corporate governance practices, Irani Papel e Embalagem SA publishes a Calendar of Corporate Events, which is a list of upcoming events during the year, such as the disclosure of the annual and quarterly results, holding of general meetings and minutes sent to the Brazilian Securities Commission (CVM).

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Irani Papel e Embalagem SA provides a Governance Code Report, which consists of information on the practices adopted by the Company. Transparency, Equity, Accountability, and Corporate Responsibility are fundamental pillars that form the foundation on which good governance develops.

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