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5 years ago

LOJAS RENNER SA - Pirc

LOJAS RENNER SA - Pirc

LOJAS RENNER SA -

Meeting Date: Mon, 30 Mar 2009 11:00 Sector: Multiline Retail Meeting Location: Proxy Deadline: Issue date: Global Governance LOJAS RENNER SA Fri, 27 Mar 2009 Type: AGM Mon, 16 Mar 2009 Country: Brazil Av. Joaquim Porto Villanova, no. 401, district of Jardim Carvalho, City of Porto Alegre, State of Rio Gran, Brazil PROPOSALS ADVICE 1 Examine, discuss and vote the management and the financial statements for the 2008 fiscal year. The board seeks shareholder authorisation to approve the management report and the financial statements. We are satisfied that, pursuant to Brazilian law, the company has published the documents through the relevant channels, sufficiently on time, that the financials statements have been audited and that the members of the Fiscal Council have individually approved the accounts. Meets guidelines. We recommend a vote in favour. 2 Application of net profits and distribution of dividends The board seeks shareholder authorisation to allocate the net income for the year ended 31 December 2008. Pursuant to the law, Brazilian companies must allocate 5% of their net income to the legal reserve account until the amount of such fund equals 20% of the company’s capital, as it is the case. The board proposes to allocate the net income for the year (R$ 162,5 million) as follows: R$ 45.1m as dividends, which exceeds the 25% payout ratio demanded by law; and R$ 117.4m to the company’s reserve account. Meets guidelines. We recommend a vote in favour. 3 Elect the members of the board and fix their compensation The board seeks shareholder authorisation to re-appoint the board's current members and to establish the management's and the board of directors' aggregate annual compensation ceiling for fiscal year 2009. This resolution bundles together two different proposals (i) approval of directors' remuneration and (ii) re-election of directors. (a) With regards to total aggregate remuneration, the company has disclosed the amount proposed for 2009 (R$8m), as well as the amount allocated and distributed in 2006, 2007, and 2008, years in which, the total amount paid to directors was below the aggregate ceiling (R$4,3m, R$ 5,4m and R$ 4,5m respectively). The aggregate amount has remained unchanged since 2006. (b) In relation to board members’ re-election, the proposal put forward by the board is a bundled one. However, if at least 48 hours before the meeting, shareholders representing a minimum of 5% of the voting capital request multiple voting, candidates will be nominated and elected individually. If shareholders request multiple voting, cumulative voting is automatically in place. PIRC disagrees with bundled proposals as they do not allow shareholders to address concerns about remuneration and individual directors in an individualised way. However, we are satisfied that (i) the remuneration proposal meets guidelines; (ii) the board is sufficiently independent; according to our guidelines, only one nonexecutive director is considered non-independent. Furthermore, the company is listed on Bovespa’s Novo Mercado, which requires a 20% element of independent representation of the board, target which has been exceeded. Therefore as (a) and (b) meet guidelines, whether a slate proposal or a individual election proposal is put to the vote, PIRC recommends a vote in favour. 4 Elect the members of the Fiscal Council and fix their remuneration The board seeks shareholder authorisation to appoint the members of the Fiscal Council. The Council will be comprised of a minimum of three members (and their alternates), proposed by the major shareholders and, pursuant to Brazilian law, up to two members and their alternates, proposed by minority shareholders at the meeting. The directors have disclosed the identity and biographical details of the 6 proposed members. In addition, authority is sought to settle the remuneration of the members of the Council, which, pursuant to Brazilian law, is 10% of the average For For For For

PIRC Reports 2006 AP MOLLER AGM Date: 2006-04-20 1a A report ...