UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September, 2018
Commission File Number 1-15106
PETRÓLEO BRASILEIRO S.A.—PETROBRAS
(Exact name of registrant as specified in its charter)
Brazilian Petroleum Corporation—PETROBRAS
(Translation of Registrant’s name into English)
Avenida República do Chile, 65
20031-912 - Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
PETROBRAS
Extraordinary General Meeting (EGM)
MANUAL FOR SHAREHOLDER’S PARTICIPATION
October 04th, 2018
INDEX
Invitation 2
Notice of Meeting 3
Information to Vote by Distance Voting Form 5
Items to be discussed in the Extraordinary General Meeting (EGM):
I. Election of the 2 members
of Board of Directors indicated by controlling
shareholder 8
Annex I –
Information concerning the members nominated to the Board of
Directors indicated by controlling shareholder 9
Verification of Legal Requirements and Prohibitions and Statutory required for the
Appointment
of Board of Directors 13
Annex I – Form - Administrator Registration 15
Annex II – Form – Registration of Additional Integrity Requirements for Fiscal
Council, Board Members, Board of Executive Officers, External Members of the
Statutory
Advisory Committees of the Board of Directors and Holders of the
General Structure of Petrobras 22
Annex III – Form – Independence Requirements 25
II. Amendment proposal of
Petrobras’s ByLaws: 27
Annex I – Proposals of Petrobras’s ByLaws changes 29
Annex II – Proposals changes 59
III. Consolidation of Petrobras’s Bylaws to reflect
the approved changes 61
Annex I – Petrobras’s Bylaws after changes 62
IV. Definition of the Remuneration of Petrobras Conglomerate Statutory Audit
Committee Members 92
Annex I - Information on Item 13 of the
“Formulário de Referência”, complying
with Art. 12 of the Brazilian Securities and Exchange Commission (“CVM”)
Instruction Nº 481/09 93
1
INVITATION
Date: October 04, 2018
Time: 3PM
Address: Auditorium of the Company’s head office at Avenida República do
Chile 65, 1st floor, in
the city of Rio de Janeiro
Agenda items:
Extraordinary General Meeting
I. Election of 2 (two) members of the Board of Directors
indicated by controlling shareholder.
II. Amendment proposal of Petrobras’s ByLaws to change the articles 30 and 53, according
proposal of Management filed at the CVM and Petrobras websites.
III. Consolidation of
Petrobras´s ByLaws to reflect the approved changes.
IV. Definition of the Remuneration of Petrobras Conglomerate Statutory Audit Committee
Members.
2
EXTRAORDINARY GENERAL MEETING
CALL NOTICE
The Board of Directors of Petróleo Brasileiro SA - Petrobras convenes the Company’s
shareholders to meet at Extraordinary General Meeting on October 04, 2018, at 3:00 p.m., in
the auditorium of the Headquarters Building, Avenida República do Chile 65, 1st floor, in the
city of Rio de Janeiro (RJ), in order to deliberate on the following matters:
I. Election of 2
(two) members of the Board of Directors indicated by controlling
shareholder.
II. Amendment proposal of Petrobras’s ByLaws to change the articles 30 and 53, according
proposal of Management filed at the CVM and Petrobras websites.
III. Consolidation of
Petrobras´s ByLaws to reflect the approved changes.
IV. Definition of the Remuneration of Petrobras Conglomerate Statutory Audit Committee
Members
The minimum percentage of interest in the capital stock required to request the
adoption of
the multiple vote for the election of the members of the Board of Directors at the Extraordinary
General Meeting is 5% (five percent) of the voting capital, as per CVM Instruction nº165 of 12-
11-1991 and with amendment as per CVM nº282, of 06-26-1998. The option to request the
adoption of the multiple vote process should be exercised under the terms established in
paragraph 1 of article 141 of Law 6404, of 15 of December 1976.
Any person present at the
meeting must evidence his/her status of shareholder, under article
126 of Law No. 6.404, of 12-15-1976. If any shareholder wishes to be represented, he/she must
comply with the provisions of paragraph 1 of article 126 of the referred Law and article 13 of
Petrobras By Law, upon presentation of the following documents:
i) Representative’s ID;
ii) Power of attorney providing for the principal’s special powers, the signature of which
must be certified in a notary public’s office (original or authenticated copy);
iii) Copy
of the articles of organization/incorporation of principal or bylaws of the fund, if
applicable;
iv) Copy of the investiture instrument or an equivalent document evidencing the powers of
the
grantor of the power of attorney, if applicable.
It is requested that the shareholders represented by attorneys file, within at least three days in
advance, the documents listed above in room 1002 (Shareholder Service Center) of the
3
registered office. For those who will present the documentation on the day of the meeting, the
Company hereby informs that it is able to receive them from 11:00 a.m. at the place where the
meeting will be held.
In case of stock lending, the borrower will be in
charge of exercising the voting right, except as
otherwise provided in the agreement entered into between the parties.
The Company informs that the instructions for distance voting, which is dealt with in CVM
Instruction No. 481, of December 17, 2009, as well as the requirements, impediments and
documentation that must be presented to appoint members to the Board of Directors are
included
in the Manual of the Meeting.
All documents concerning the matters to be voted at the Extraordinary Shareholders Meeting
will be available in room 1002 (Shareholder Service Center) of the registered office of the
Company, and on the websites of the Company (http://www.petrobras.com.br/ir) and the
Brazilian Securities and Exchange Commission - CVM (http://www.cvm.gov.br), under CVM
Instruction No. 481, of December 17th, 2009.
Rio de Janeiro, August, 29th
2018
Luiz Nelson Guedes de Carvalho
Chairman of Board of Directors
4
DISTANCE VOTING BALLOT FORM
The form must be
completed if shareholders choose to exercise their right to use the distance
voting remotely, per CVM Instruction no. 481/09.
In this case, it is imperative to complete the file with the full name (or corporate name) of the
shareholder and the Registration number with the Ministry of Finance, whether a legal entity
(CNPJ) or natural person (CPF), as well as an email address for contact.
In
addition, in order for the ballot to be considered valid and the votes therein delivered be
recorded in the General Meeting quorum, the following instructions
shall be observed:
i. ballot fields shall be duly completed, according to the shareholder’s class of shares. To better
identify each item, voting fields will be presented as follows:
a) [ON only]: Only holders of
common shares (PETR3) shall vote;
b) [PN only]: Only holders of preferred shares (PETR4) shall vote;
c) [ON and PN]: Holders of common (PETR3) and preferred shares (PETR4) shall vote;
ii. at the
end, the shareholder or its legal proxy(ies), as appropriate and pursuant to current
legislation, shall sign the ballot form; and
iii. signature certification will be required for all signatures included in the ballot form and, in
the case of foreigners, their corresponding consular validation and the sworn translation of
documents.
Guidelines for sending the form
Shareholders who choose to exercise their right to use the distance voting may:
(i) fill in
and send this form directly to the Company; or
(ii) relay completion instructions to suitable service providers, according to the following
guidelines:
Exercise of distance voting rights using a custodian
Shareholders who choose to exercise their right to vote via their custodian agent shall relay
their voting instructions according to the rules defined by the sub-custodian, which forwards
said voting manifestations to the [B]3 Central Depository. For such, shareholders shall contact
their custody agents to check the proper procedures.
According to CVM
Instruction no. 481/09, shareholders shall relay ballot form completion
instructions to their custody agents up to seven days before the date on which the
5
Shareholders’ Meeting will be held, namely, until 09/27/2018 (inclusive), except if a different
term is defined by their custody agents.
Petrobras has up to three days from ballot form
receipt to inform shareholders that submitted
documents are eligible for the vote to be considered valid, or to warn of the need for correction
and resubmission of the ballot form or accompanying documents, stating their period of
receipt
within up to seven days before the Shareholders’ Meeting.
It is therefore recommended that shareholders send the ballot form, which will be available at
least one month prior to the Shareholders’ Meeting, plus related documents as early as
possible, so there is enough time for evaluation by Petrobras and eventual return with reasons
for correction, correction, and resubmission.
It should be noted that, as
ordered by CVM Instruction no. 481/09, upon receiving shareholder
voting instructions through their respective custody agents, the [B]3 Central Depository shall
disregard any conflicting instructions in connection to the same deliberation that were issued
by the same enrollment number in CPF (natural persons) or CNPJ (legal entities).
Exercise of
distance voting rights using a book-entry share administrator
In addition to the previous options, shareholders holding book-entry shares can exercise their
right to vote using Banco Bradesco, which is the managing institution for Petrobras’ Book-
Entry Shares system. In this case, the shareholder/proxy shall deliver the duly completed
distance voting ballot form at any Banco Bradesco branch.
Exercise of
distance voting via direct remittance of ballot form by shareholders to
Petrobras
Shareholders who choose to exercise their right to use the distance voting may, alternatively,
do it directly to the Company, for which end the following documents are to be remitted to Av.
República do Chile, 65, 10º andar – sala 1002, Centro, CEP: 20031-912, Rio de Janeiro/RJ -
Brasil, care of the Department of Individual Investor Relations – Shareholder Support:
(i) physical copy of this ballot form, duly completed, signed, and with each page
initialed;
(ii) certified copy of the following documents:
(a) for natural persons:
• valid photo ID and CPF number;
• in the case of proxy (engaged less than one year from the date of the General
Meeting)
forward documentation with certified signature and the proxy’s identity.
(b) for legal persons:
• latest bylaws or consolidated social contract and the corporate documents proving
the
legal representation of shareholder;
• CNPJ; and
6
• photo ID document of the legal proxy.
(c)
for investment funds:
• last consolidated fund rules with CNPJ;
•
bylaws or social contract of its administrator or manager, as appropriate, in
compliance with the fund’s voting policy and corporate documents proving the
powers of
representation; and
• photo ID document of the legal proxy.
Once the ballot form and corresponding required documentation are received, the Company
will notify shareholders of their acceptance or need for rectification, pursuant to CVM
Instruction nº 481.
If the ballot form is forwarded directly to the
Company and is not properly completed or is not
accompanied by the supporting documents, it may be disregarded and shareholders will be
notified at the email address informed.
The ballot form and other supporting documents shall
be recorded at the company within
seven days prior to the date of the General Shareholders’ Meeting, namely, by 09/27/2018
(inclusive). Any ballot forms received by the Company after that date shall also be disregarded.
7
EXTRAORDINARY GENERAL MEETING
PRESENTATION TO
SHAREHOLDERS
ITEM I
ELECTION OF BOARD OF DIRECTORS MEMBERS
Dear Shareholders,
The election of Board of Directors members pursuant to the provisions in
the Bylaws of the
Company is required, in the light of the resignations of Mr. Pedro Pullen Parente and Mr. José
Alberto de Paula Torres Lima, originally elected in the Extraordinary and General
Shareholders
Meeting held on 4/26/2018.
The controlling shareholder nominates the following persons to join the Board of Directors:
Mr. Ivan de Souza Monteiro and Mr. Durval José Soledade Santos.
The instructions for the
nomination of Board of Directors members are described in chapter
“Confirmation of the Requirements and Legal and Statutory Prohibitions required for the
Nomination of Members of the Board of Directors of Petrobras” of this Manual.
Below is Exhibit I, which includes the information relating to the nominees for Board of
Directors membership, in compliance with items 12.5 to 12.10 of the Reference Form (CVM
Instruction 481, Article 10).
Rio de Janeiro, September 3rd. 2018.
Ivan de Souza Monteiro
CEO
8
EXHIBIT I
INFORMATION ABOUT THE CANDIDATES
NOMINATED BY THE
CONTROLLING SHAREHOLDER FOR MEMBERSHIP IN THE BOARD OF
DIRECTORS OF PETROBRAS
Name Date of Birth Management Body Term of Office
CPF (Tax Payer Registry) Occupation Elective office to occupy
No. of
Consecutive
Terms
Ivan de Souza Monteiro
667.444.077-91
11/15/1960
Electronics and
Telecommunication
Engineer
Board of Directors
BD Member
until ASM 2020
1
Durval José Soledade Santos
263.032.307-25
12/13/1948
Attorney
Board of Directors
BD Member
until ASM 2020
1
Executive resumes of nominees:
Ivan de Souza Monteiro - Mr. Ivan de Souza Monteiro is our CEO and an effective member of
the
Board of Directors since June 5, 2018. Previously, he held the position of Chief Financial
and Investor Relations Officer since February 2015. His main
professional experiences include:
(i) Vice President for Financial Management and Investor Relations of Banco do Brasil (2009 to
2015), a public company in the banking industry, where he also held the positions of Executive
Manager of the International Office, Commercial Superintendent, General Manager of
branches in Portugal and New York, and Commercial Director; (ii) Member of the Board of
Directors of the Banco do Brasil Employees Pension Fund (PREVI), a complementary pension
fund entity; (iii) Member of the Board of Directors of Companhia Brasileira de Meios de
Pagamento, a public company in the payment methods sector; (iv) Member of the Board of
Directors of CPFL Energia S.A., a public company in the energy sector; (v) Member of the Board
of Directors of Neoenergia, a public company in the energy sector; (vi) Member of the Board of
Directors of Seguradora Brasileira de Crédito à Exportação (SBCE), an insurance company; (vii)
Chair of the Oversight Board of Banco do Brasil AG (a Banco do Brasil subsidiary in Austria), a
financial institution; (viii) Executive Vice President of BB Banco de Investimento, a financial
9
institution, (ix) Executive Vice President of BB ELO Cartões Participações S.A., a financial
institution; (x) Executive Vice President of BB Leasing S.A. Arrendamento Mercatil, a financial
institution; (xi) Executive Vice President Director of BB Administradora de Cartões S.A., (xii)
Member of the Board of Directors of Banco Votorantim, a financial institution; (xiii) Member of
the Board of Directors of BV Participações S.A., which acts as a holding company; (xiv) Member
of the Board of Directors of BB Mapfre SH2 Participações, which operates in the property
insurance sector; (xv) Member of the Board of Directors of Ultrapar Participações S.A., a public
company that acts as a holding company; (xvi) Member of the Board of Directors of BB
Seguridade S.A., a public company in the insurance industry; and (xvii) Member of the Board of
Directors of Petrobras Gás S.A. (GASPETRO), an equity participation company that invests in
natural gas distributors. Mr. Ivan Monteiro is a graduate in Electronics and
Telecommunications Engineering and holds an Executive MBA in Finance and Management.
Dependent Board Member according to the criteria defined in Decree no. 8,945/2016, Article
36,
paragraph 1, in the Rules of B3’s State-Owned Enterprise Governance Program and in the
Listing Regulations of Level 2 Corporate Governance.
Note: As CEO, he was elected on 6/4/2018 and took office on 6/5/2018, with term of office
until 3/26/2019.
Durval José Soledade Santos – Graduate in Law from
Universidade Federal Fluminense, holds
an Executive MBA from COPPE/UFRJ and a Post-Graduate degree in Development Economics
from PUC/BNDES and Business Law from Universidade Cândido Mendes. He worked at BNDES
from
1973 to 2008, holding the offices of Chief of Staff of the President’s Office,
Superintendent of the Management, Capital Markets and Special Operations areas,
Legal
Superintendent of BNDESPAR, among others. He was an Officer of the Securities and
Exchange Commission of Brazil for two terms, in addition to General Superintendent of this
agency. He worked in state government companies, holding several Officer positions. He was
Member of the Board of Directors of various companies, such as Usiminas, Portinvest-
10
Participações S/A and Forjas Taurus S/A. From May 2016 to May 2018, he was a member of the
Board of Directors of Petrobras, and currently participates in the Board of Directors of
Petrobras Distribuidora (BR) and LOGZ – Logĺstica Brasil S/A. Independent Board Member
according to the criteria contained in article 36, paragraph 1 of Decree No. 8.945 / 2016, the
Rules of Procedure of the Highlight Program on State Governance of B3 and the Listing Rules
of Level 2 of Corporate Governance.
The candidates nominated above:
• Have not been subject in the last 5 years to criminal conviction, conviction in any
administrative procedure by CVM, or final conviction, neither the judicial nor in the
administrative sphere, which has suspended or impaired them from the practice of
professional
or commercial activity.
• Do not have reportable marital, civil union or family relations pursuant to Reference
Form item 12.9.
• Do not have a relationship of subordination with related parties of the
Company.
The Committee on Nomination, Remuneration and Succession of the Board of Directors of
Petrobras will confirm the nominees’ compliance to the requirements of the Policy on
Nomination of Audit Committee, Board of Directors, and Executive Offices Members and
Incumbents of the General Structure of Petrobras and Petrobras System Companies
(“Nomination Policy”). Prior to holding this General Meeting, the minutes of the meeting of
the Committee on Nomination, Remuneration and Succession of the Board of Directors of
Petrobras that will evaluate these nominations will be available at the Company’s website
(http://www.petrobras.com.br/ri) under “Corporate Governance,” “Governance Bodies,”
“Committees,” “Minutes”, “Committee on Nomination, Remuneration and Succession.”
Still in compliance with CVM Instructions 480/09 and 481/09, we report the attendance rate
of
the nominees at the meetings of the Board of Directors and the Advisory Committees to
the Board of Directors, as applicable, that have occurred after they took
office.
• Board of Directors Meetings in the 2017 period:
11
Board of Directors
BD Member Total meetings held
member attendance rate in
meetings after taking office(1)
IVAN DE SOUZA MONTEIRO (*) 0 0
DURVAL JOSÉ SOLEDADE SANTOS (**) 46 91.30%
(*) Mr. Ivan de Souza Monteiro was nominated as Board of Directors Member
pursuant to Law no.
6,404/76, article 150, heading and article 25 of the Bylaws of
Petrobras, in the Board of Directors meeting held on 6/4/2018 with term of office
until the first General Shareholders Meeting of Petrobras.
(**) Mr. Durval José Soledade
Santos was nominated as Board of Directors
Member pursuant to Law no. 6,404/76, article 150, heading and article 25 of the
Bylaws of Petrobras, in the Board of Directors meeting held on 7/11/2018 with
term of office
until the first General Shareholders Meeting of Petrobras, and had
already served as Board of Directors Member from 5/2/2016 to 5/21/2018.
• Meetings of the Advisory Committees to the Board of Directors in the 2017 period:
Statutory Audit Committee (CAE)
CAE member at 12/31/2017
Number of CAE
meetings
in 2017 from the
date of investiture
attendance rate in 2017
DURVAL JOSÉ SOLEDADE SANTOS 45 93.33%
Committee on Nomination, Remuneration and Succession (CIRS)
CIRS member at 12/31/2017
Number of CIRS
meetings
in 2017 from the
date of investiture
attendance rate in 2017
DURVAL JOSÉ SOLEDADE SANTOS (*) 17 100.00%
(*) Board of Directors Member Durval José Soledade Santos took office as CIRS member on 6/7/2017.
Minority Shareholders Committee (COMIN)
COMIN member at 12/31/2017
Number of COMIN
meetings
in 2017 from the
date of investiture
attendance rate in 2017
DURVAL JOSÉ SOLEDADE SANTOS 2 100.00%
12
VERIFICATION OF THE LEGAL AND STATUTORY REQUIREMENTS AND
PROHIBITIONS REQUIRED FOR THE APPOINTMENT OF PETROBRAS’S BOARD OF
DIRECTORS
The appointment of a member of Petrobras’ Board of Directors, whether by the controlling
shareholder, the minority shareholder or the holders of preferred shares, shall fully comply with the
requirements and prohibitions imposed by the Business Corporate Law, by Law 13,303, dated June 30
by Decree No. 8,945, dated December 27, 2016, by Petrobras’ Articles of Incorporation and by the
Policy of Appointment of Members of the Audit Committee, Board of Directors, Executive Board and
Owners of the Petrobras General Structure and Petrobras System Companies (“Appointment Policy”),
otherwise its nomination will not be granted.
As provided for in art. 21-L of SEC Instruction
No. 481 of December 17, 2009, recently amended by
SEC Instruction No. 594/17, for the indications to be included in the distance ballot, these must be
carried out by the shareholders at least 25 ( twenty-five) days to the date of the General Meeting.
In accordance with art. 21, paragraph 4 of the Articles of Incorporation, appointments of candidates
must be made within 16 (sixteen) business days prior to the date of the Extraordinary General
Meeting, that is, until 09/12/2018, upon delivery of the Forms, as set out in the Exhibits, duly
completed, as well as attached documentation listed therein, in order to attest to the fulfillment of
the requirements.
The information should be sent to the following e-mail
addresses: indicacoes@petrobras.com.br and investidores@petrobras.com.br.
Once all
documentation has been received, the Nomination, Compensation and Succession
Committee (“CIRS”), amended in compliance with art. 64, paragraph 1 of
Decree 8,945/2016, will
analyze the information provided by the nominee, according to Form and supporting documentation,
advising shareholders on compliance with the requirements and non-occurrence of the prohibitions
established in Law 6,404/76, Law 13,303/16, Decree No. 8,945/16, Petrobras’ Articles of Incorporation
and Nomination Policy.
Exceptionally, the statements made by the shareholders at a later date
than 16 (sixteen) business
days, and that do not have time for analysis by the CIRS, will be analyzed by the Secretariat of the
Meeting, as provided for in art. 22, paragraph 4, of Decree No. 8,945/16.
13
In the event of an analysis of the requirements by the Secretariat of the Assembly, the candidate’s
taking office shall be conditioned to the analysis of the additional requirements set forth in Exhibit II
by the CIRS and to the recommendation of approval by said Committee, as provided for in item
4.1.7.3.1 of the Petrobras Nomination Policy.
Still under term of item
4.1.7.3.2 of the Nomination Policy, if the CIRS does not recommend the
approval of the candidate whose requirements analysis was performed in accordance with item
4.1.7.3, the position will remain unfilled and a new general meeting will be convened for filling the
position.
Exhibit I: Form - Administrator Register - Executive Officer or Board of Directors
of the Ministry of
Planning, Development and Management
Exhibit II: Form -
Registration of Additional Integrity Requirements for Fiscal Council, Board
Members, Board of Executive Officers, External Members of the Statutory Advisory
Committees of
the Board of Directors and Holders of the General Structure of Petrobras
Exhibit III: Form - Independence Requirements
14
EXHIBIT I
MINISTRY OF PLANNING, DEVELOPMENT AND
MANAGEMENT
Secretariat of Coordination and Governance of State-Owned Companies
ADMINISTRATOR REGISTER – Executive Officer or Board of Directors
Compliance with Law 13,303, of June 30, 2016, and with Decree 8,945, of December 27, 2016.
Verification of legal and statutory requirements and prohibitions required to appoint an administrator (executive officer or
board of directors) of a state-owned company with a gross operating revenue equal to or greater than BRL 90 million.
A. GENERAL DATA
1. Full name:
2. CPF: 3. Gender: ( ) M
( ) F
4. Permanent Duty:
5. Function held in commission: 6. Code of position:
7. Business Phone: 8. Personal phone number:
9. Business e-mail:
10. Personal e-mail:
11. Position for which he/she was indicated: ( ) Board of Directors ( )
Executive Officer
12. Company to which it was indicated:
13. Sector of
activity of the company *:
*Examples: financial, ownership interest, petroleum, energy, infrastructure, communication, supply, health, research, information
technology, industry or
services.
B. REQUIREMENTS - Need for documentary
evidence (items 15, 17 and 19)
14. Do you have academic qualifications compatible with the position for which you have been appointed,
contemplating undergraduate or graduate courses recognized or accredited by the Ministry of Education? (art. 28,
item III and § 1, of Decree 8,945/16)
( ) Yes ( ) No
15. What is the area of your academic background most associated to the position for which you were nominated?
*Indicate only the main one. Examples: a) Administration or Public Administration; b) Actuarial Sciences; c) Economic Sciences; d) International Trade; e)
Accounting or Auditing; f) Law; g) Engineering; h) Statistics; i) Finance; j) Mathematics; and k) course associated to the area of activity of the company for which
you were indicated.
16. Check the professional experience below that you have: (art. 28, item
IV of Decree 8,945/16)
15
( ) 10 years in the area of activity of the state-owned company or in an area related to the position for which you
were indicated
( ) 04 years in a management position (board of directors, executive office or
audit committee) or top
management (two hierarchical higher non-statutory levels of the company) in a large size company or object similar
to that of the state-owned company
( ) 04 years in a position equivalent to DAS-4 or higher in
legal persons of public law
( ) 04 years as a professor or researcher, of a university level, in the area of action of the state-owned company
( ) 04 years as an independent professional in the area of activity of the state-owned company
17. Of the items indicated in item 16, describe the experience most associated to the position of administrator:*
*Indicate only the main one. Examples: a) employee; b) Chief Officer; c) general coordinator; d) professor of economics; e) lawyer
18. Do you have a well-known knowledge compatible with the position for which you have been appointed?
( ) Yes ( ) No
(Decree 8,945/16: Art. 28. The administrators of state-owned companies should
meet the following mandatory requirements:
(...) II - have a well-known knowledge compatible with the position for which you have been appointed?
19. What is the most associated element to indicate your significant knowledge compatible with the position of
administrator?*
* Indicate only the main one. Examples: a) any Masters or PhD; b) academic
publications; c) experience accumulated in councils.
20. Is a resident of Brazil (a mandatory requirement only for the appointment of a Executive Officer):
( ) Yes ( ) No
21. It complies with the requirements of the state-owned
company Bylaws, which was read and verified by the
nominee: ( ) Yes ( ) No
This register must be signed and initialed on all pages, scanned in a single file together with the documentation
proving the qualifications informed in items 15, 17 and 19, according to item D.
C.
IRREPROACHABLE CONDUCT AND PROHIBITIONS
1. Decree 8,945/16, art. 29, items I to XI Doe
s it
fit?
I - is the representative of the regulatory body to which the state-owned company is subject? ( )
Yes
( )
No
II - is a Minister of State, State Secretary or Municipal Secretary? ( )
Yes
( )
No
III - holds at-will appointment in the federal public administration, directly or
indirectly, without a
permanent relationship with the public service? (applies to a retired public servant or employee who holds
a direct or indirect federal public administration at-will appointment)
( )
Yes
( )
No
IV - is a statutory officer of a political party, even if a licensed one?
( )
Yes
( )
16
No
IV - holds a mandate in the Legislature of any
federative body, even if a licensed one? ( )
Yes
( )
No
V - is a blood relative or similar, to the third degree of the persons mentioned in
subsections I to IV? ( )
Yes
( )
No
VI - is a person who has, for the last thirty-six months, acted as a participant in the
political party’s decisionmaking
structure?
( )
Yes
( )
No
VII - is a person who has worked, in the last thirty-six months, in
organizing, structuring and conducting an
electoral campaign?
( )
Yes
( )
No
VIII - is a person holding a position in trade union organization? ( )
Yes
( )
No
IX - is a natural person who has entered into a contract or partnership, as supplier or
buyer, claimant or
offerer, of goods or services of any nature, with the Union, with the state-owned company itself or with one
of its aggregate companies, in the three years prior to the date of its appointment?
( )
Yes
( )
No
X - is a person who has or may have any form of conflict of interest with the
political-administrative person
controlling the state-owned company or with the state-owned company itself?
( )
Yes
( )
No
2. Supplementary Law no 64/1990, art. 1-I: Clean record Doe
s it
fit?
a) is a person that can not take voter’s title, or is illiterate; ( )
Yes
( )
No
b) is a member of the National Congress, the Legislative Assembly, the
Legislative Chamber and the Town
Councils, who has lost its mandate due to infringement of the provisions of sections I and II of art. 55 of the
Federal Constitution, the equivalent provisions on loss of office of the State Constitutions and Organic Laws
of Municipalities and the Federal District, for elections to be held during the remainder of the term for
which he/she was elected and eight years following at the end of the legislature;
( )
Yes
( )
No
c) was Governor or Deputy Governor of State and the Federal District, Mayor or Deputy Mayor
who lost his
elective office due to violations of the provisions of the State Constitution, the Organic Law of the Federal
District or the Organic Law of the Municipality, for the elections held during the remaining period and eight
(8) years following the end of the term for which he/she was elected?
( )
Yes
( )
No
d) has against him/her representation upheld by the Electoral Court, in a
final decision or issued by a
collegiate body, in the process of abuse determination of the economic or political power, for the election in
which it competes or has been trained, as well as those performed in the eight (8) subsequent years?
( )
Yes
( )
No
e) was criminally convicted in a final decision or issued by a judicial collegiate body, having been sentenced
to the course of the period of eight (8) years after serving the sentence for the crimes below:
1. against popular economy, public faith, public administration and public property; 2. against private equity, the financial system,
the capital market and provided for in the law governing bankruptcy; 3. against the environment and public health; 4. election, for
which the law provides for deprivation of liberty; 5. abuse of authority, where there is condemnation to loss of office or
disqualification for the exercise of civil service; 6. laundering or concealment of assets, rights and values; 7. traffic of narcotics and
similar drugs, racism, torture, terrorism and heinous; 8. reduction to a condition analogous to slavery; 9. against life and sexual
dignity; 10. committed by a criminal organization, gang or band;
( )
Yes
( )
No
17
f) was declared unworthy of officership, or incompatible for a period of eight (8) years; ( )
Yes
( )
No
g) had its accounts for the year of office or public functions rejected by
irremediable irregularity constituting
wrongful act of administrative misconduct, and unappealable decision of the competent body, unless it had
been suspended or canceled by the Judiciary for the elections held in the eight (8) subsequent years,
counted from the date of the decision, applying the provisions of item II of art. 71 of the Federal
Constitution, to all the expenses supervisor, without excluding representatives who have acted in this
condition?
( )
Yes
( )
No
h) was officeholder in direct, indirect or foundational administration,
benefiting themselves or others, for
the abuse of economic or political power, convicted in a final decision or issued by a judicial collegiate body,
to the election in which he/she ran or has been trained, as well as those held in the eight (8) subsequent
years?
( )
Yes
( )
No
i) has held a position or function of management, administration or representation in
credit, financing or
insurance establishments that have been or are being filed in a judicial or extra judicial liquidation process
within the 12 (twelve) months prior to the respective decree?
( )
Yes
( )
No
j) was convicted in a final decision or issued by a collegiate body of the
Electoral Court, for electoral
corruption, illegal funding of suffrage, by donation, raising or unlawful spending of campaign funds or
conduct prohibited to public officials in electoral campaigns that entail cancellation of registration or
certificate for a period of eight (8) years from the date of the election?
( )
Yes
( )
No
k) was President of the Republic, Governor of State and of the Federal
District, Mayor, member of the
National Congress, of the Legislative Assembly, the Legislative Chamber, Municipal Councils, who resigned
his/her mandate as of the offering of representation or petition able to authorize the opening of
proceedings due to infringement of the provisions of the Federal Constitution, the State Constitution, the
Organic Law of the Federal District or the Organic Municipality Law for the elections held during the
remainder of the term for which he/she was elected and eight (8) years following the end of the legislature?
( )
Yes
( )
No
l) was sentenced to the suspension of political rights, in a final decision or issued by a judicial collegiate
body, for felonious act of administrative impropriety resulting in injury to public property and illicit
enrichment, as of the conviction or final judgment until 8 (eight) years after serving the sentence?
( )
Yes
( )
No
m) was excluded from exercise of his/her profession, by penalty decision of the competent professional
body, due to ethical and professional offense for a period of eight (8) years, unless the act has been annulled
or suspended by the Judiciary?
( )
Yes
( )
No
n) was sentenced in final judgment or issued by a judicial collegiate
body, because of breaking marital bond
or common-law marriage, or pretended to do so, to avoid characterization of ineligibility for a period of
eight (8) years after the decision recognizing the fraud?
( )
Yes
( )
No
o) was dismissed from the public service due to administrative or judicial
proceedings for a period of eight
(8) years from the decision, unless the act has been suspended or canceled by the Judiciary?
( )
Yes
( )
No
p) is an individual or officer of a legal entity responsible for electoral donations taken as illegal by a final
decision or issued by a collegiate body of the Electoral Court, for a period of eight (8) years after the
decision?
( )
Yes
( )
No
q) is magistrate or member of the Prosecution Office compulsorily retired
by penalty decision, which has
lost over by judgment or has requested dismissal or voluntary retirement pending administrative disciplinary
proceedings for a period of eight (8) years?
( )
Yes
( )
No
3. Law 6,404/76, art. 147: Corporate Law Doe
s it
fit?
§ 1 - is a person prevented by special law or convicted for bankruptcy crime, forfeit, bribery, graft,
embezzlement, against popular economy, public faith or property, or criminal penalty that prohibits, even
( )
Yes
( )
18
temporarily, access to public offices? No
§ 2
- is considered a disqualified person by an act of the Securities and Exchange Commission?
* SEC website, in the link of Sanctioning Action - Advanced Search
( )
Yes
( )
No
§ 3 (...): I - takes position in a company that may be considered competitors in the market, in particular, on
advisory, management or audit committees?
( )
Yes
( )
No
§ 3 (...): II - has conflicting interests with the company? ( )
Yes
( )
No
4. Law 12,813/13, art. 5 and 6: Conflict of interest Doe
s it
fit?
Art. 5 The following constitute a conflict of interests in the exercise of office or employment within the scope of
the Federal Executive Branch:
I - discloses or makes use of privileged information for
personal gain or of a third party, obtained by virtue
of the activities performed?
( )
Yes
( )
No
II - exercises activity involving the provision of services or maintaining business relationship with individuals
or entities that have an interest in the decision of public official or collegiate in which he/she participates?
( )
Yes
( )
No
III - exercises, directly or indirectly, an activity that, given its nature, is incompatible with the duties of the
position or employment, considering as such, including the activities carried out in areas or related matters?
( )
Yes
( )
No
IV - acts, albeit informally, as attorney, consultant, advisor or intermediary of private interests in the bodies
and entities of the direct or indirect public administration of any of the powers of the Union, of the States,
of the Federal District and the Municipalities?
( )
Yes
( )
No
V - practices any act for the benefit of interests of legal entities in
which the public agent participates, or
his/her spouse, partner or relatives by blood or the like, straight or collateral line, to the third degree, and
can be benefited by it or influence in its acts of management?
( )
Yes
( )
No
VI - receives gifts from those interested in the decision of public officials or collegiate
body in which he/she
participates outside the limits and conditions established by regulation?
( )
Yes
( )
No
VII - provides services, although eventually, to the company whose activity is controlled, monitored or
regulated by the entity to which the public agent is linked?
( )
Yes
( )
No
Art. 6 The following constitute a conflict of interests in the exercise of
office or employment within the scope of
the Federal Executive Branch:
I -
discloses or makes use of privileged information obtained by virtue of the activities performed? ( )
Yes
( )
No
II - in the period of six (6) months, counting from the date of waiver, discharge, dismissal or retirement, unless
expressly authorized, as the case may be, by the Public Ethics Commission or by the Office of the Federal
Controller General:
a) has provided, directly or indirectly, any type of service to the
individual or legal entity with whom it has
established a relevant relationship due to the exercise of the position or employment?
( )
Yes
( )
No
b) accepted the position of administrator or counselor or establish professional relationship with a natural ( )
19
or legal person that performs activity related to the area of activity of the position or employment held? Yes
( )
No
c) has entered into contracts of service, advisory or similar activities with agencies or entities of the Federal
Executive Branch, which are indirectly linked to the body or entity in which they hold the position or
employment?
( )
Yes
( )
No
d) intervened, directly or indirectly, in favor of private interest before
an organ or entity in which he or she
has held a position or job or with which he/she has established a relevant relationship due to the exercise of
his/her position or employment?
( )
Yes
( )
No
5. Articles of Incorporation and Accounting Court: Does it fit?
a) does it fit into any prevention provided for in the company’s articles of incorporation? ( )
Yes
( )
No
b) does it fit the list of disqualified by the Accounting Court?*
* Accounting Court website, in the Services and Inquiries link - Irregular and Disqualified
( )
Yes
( )
No
D. DOCUMENTS ATTACHED:
The person indicated is aware of the need to attach to this statement
the respective documents that attest to
compliance with items 15, 17 and 19 of this form, namely:
Item Means of verification
15 – Academic studies more associated to the position of
Management Advisor of the company for which it was indicated.
• Copy of
the graduation diploma (front and
back);
• Copy of the postgraduate
diploma (front
and back).
17 – Experience more associated to the
position of company manager for which it was indicated.
a) 10-year experience in the area of activity of the state-owned
company or in an area related to the position for which you were
indicated
• Act of appointment and discharge, if any;
• Statement of the company/agency;
• Registration in work card.
b) 4-year experience in a management
position (board of directors,
executive office or audit committee) or top management (two
hierarchical higher non-statutory levels of the company) in a large
size company or object
similar to that of the state-owned company
• Act of appointment and discharge, if any;
• Statement of the company/agency;
• Registration in work card.
c) Minimum 4 year experience of 04 years in position equivalent to
DAS-4 or higher in the
public sector
• Act of appointment and discharge;
d) Minimum 4 year
experience as a professor or researcher, of a
university level, in the area of action of the state-owned company
• Registration in work card;
• Declaration of the institution.
e) Minimum 4 year experience as an independent professional in
the area of activity of the
state-owned company
• Declaration of Regional Board;
• Declaration
of service providers;
• Declaration of Counterparts.
19 - Significant
knowledge compatible with the position for which
you have been appointed.
Examples: a) any Masters or PhD; b) academic publications; c) experience accumulated in
councils.
• Copy of the diploma (front and back);
• Act of appointment and discharge, if any;
• Registration in work card;
• Statement of the company/agency;
20
Aware of the possible civil, administrative and penal penalties that any false statements may entail, I
affirm that the information provided and the attached proofs are accurate, true and without any kind of
erasure, and can be used by the Nomination, Remuneration and Succession Committee.
Place and
Date Signature of the Nominee
SEST/MP: updated on 02/23/2017.
21
EXHIBIT II
FORM
Registration of Additional Integrity Requirements for Fiscal Council, Board
Members, Board of
Executive Officers, External Members of the Statutory Advisory
Committees of the Board of Directors and Holders of the General Structure of
Petrobras
INFORMATION OF THE POSITION INTENDED
POSITION INTENDED:
COMPANY:
ASSIGNMENT OF POSITION:
STATUTORY MANDATE☐ MANAGEMENT FUNCTION☐ OTHERS☐
CANDIDATE INFORMATION
NAME: Enrollment number:
CPF:
Marital Status:
ID no: Date of issue/Issuing agency:
Date of birth: Natural of (City/State):
Father’s name:
Mother’s name:
Responsible for appointment¹:
Care of²:
¹ Field for the use of Petrobras nominees.
² Field for the use of Petrobras
nominees, and the name, function and key of the person authorized to receive the report must be filled in
and follow up the flow with the responsible bodies. We
emphasize that the delegate will receive personal and non-transferable password
to access the contents of the report. It is up to him to ensure the security of the
information.
22
Additional Integrity Requirements
I) Clean record
- CPF
Has a CPF with “Null” status in the Federal Revenue database ( ) Yes ( ) No
II) Business Participation
Has a relevant corporate interest in limited companies (article
1,099 of
the Civil Code) and private corporation (article 243, §§ 4 and 5 of Law
6,404/76), which are included in Petrobras’ register and which have
been transacted in
the condition of Supplier, client, sponsored entity,
consortium or joint venture, with Petrobras, its subsidiaries,
subsidiaries and affiliates, within the last 3 (three) years.
( ) Yes ( ) No
Has been in control or participated in a statutory body of a legal entity
in judicial,
bankrupt or insolvent recovery, within a period of five (5)
years prior to the date of its election or appointment, except as a
liquidator, commissioner or judicial administrator.
( ) Yes ( ) No
III) History of Internal Investigation / Disciplinary Sanctions detailed in Employee Registration
Form
Has been included in the system of consequence under the Petrobras
System or has suffered labor or administrative penalty in another legal
person of public or
private law in the last three (3) years as a result of
internal investigations, when applicable.
( ) Yes ( ) No
Has a serious misconduct related to noncompliance with the Code of
Ethics, Guide to Conduct, Manual of the Petrobras Program for
Prevention of Corruption or
other internal regulations related in the last
3 (three) years, when applicable.
( ) Yes ( ) No
IV) Audit Highlights:
Is responsible for non-conformities indicated in quarterly Internal Audit
reports that are
pending regularization for more than 2 years. ( ) Yes ( ) No
V) Commercial and financial issues:
It has pending financial issues that have been object of protest or
inclusion in official
registries of defaulters, unless they are regularized
or if they are under judicial discussion or through a consumer
protection agency on the date of the nomination.
( ) Yes ( ) No
It has federal, state or municipal tax debit, unless it is in judicial or
administrative
discussion on the date of the nomination. ( ) Yes ( ) No
23
VI) Judicial and/or administrative proceedings:
Was convicted, in second instance, in criminal proceedings, in Brazil or
abroad, related to the activity to be performed. ( ) Yes ( ) No
Has against
itself judicial proceedings, in Brazil or abroad, with
unfavorable judgment in second instance, in any sphere other than
criminal, since related to the activity to be performed.
( ) Yes ( ) No
Has been fined in a final decision in the scope of external control,
regulation and control
organs in the last 5 years. ( ) Yes ( ) No
VII) Indication in positions on Boards of Directors or Tax Board of the subsidiaries, controlled
companies and affiliates of Petrobras
Currently holds 3 or more positions on Boards of
Directors or Tax
Boards of Petrobras (a) subsidiaries, controlled and affiliated
companies(a)?
Indicate the companies and if any is in liquidation:
( ) Yes ( ) No
Currently receives compensation in two (2) of the Board of Directors or
Tax Board of Petrobras’ subsidiaries, controlled and affiliated
companies(a)?
( ) Yes ( ) No
(a) Each nominee may only attend, at the same time, up to three (3) Boards of Directors or Tax Boards of Petrobras
subsidiaries, controlled companies and affiliates, and the indication for remunerated participation in more than two (2)
of these Boards is prohibited. This prohibition does not apply when the person is in administration or tax position in
companies, subsidiaries, controlled or affiliated of Petrobras, in liquidation.
Attached
documents to prove the additional requirements:
Requirements Means of verification
Commercial and financial issues and
Legal and/or Administrative Proceedings
• Clearance certificates from the securities and
distribution offices of your domicile in
the last 5 (five)
years
• Clearance certificate, or liability
certificate with
clearance effects, federal, state, and municipal
certificates of your domicile within the last 5 (five)
years
Identification documents • Copy of CPF and ID card
• Copy of Marriage Certificate
Aware of the possible civil, administrative and penal penalties that any false statements may entail,
I affirm that the information provided and the attached proofs are accurate,
true and without
any kind of erasure, and can be used by the Nomination, Remuneration and
Succession Committee.
Place and date Signature of the Nominee
24
EXHIBIT III
Declaration of independence
(Article 36, § 1 of Decree No. 8,945/16, Rules of Procedure of the State Governance Highlights
Program of B3 and of the Level 2 Regulation of Corporate Governance)
In compliance with the
provisions of Instruction No. 480 of December 7, 2009 and
subsequent amendments by the Securities and Exchange Commission, we ask you to fill
in the following questions:
I - do you have or had, in the last 3 (three) years, a
relationship with Petrobras or its subsidiaries
based in Brazil, except for the participation in Petrobras’ Board of Directors or participation in its
share capital?
( ) yes ( ) no
II - are you a spouse or a consanguineous relative or by adoption, up to the third degree, of the
head of the Executive Branch, Minister of State, Federal Controller Secretary, Secretary of State,
of the Federal District or Municipality or administrator of Petrobras or its subsidiaries based in
Brazil?
( ) yes ( ) no
III – do you maintain or have you maintained, in the last three years, a relationship of any nature
with Petrobras, its Controlling Shareholder or entity related to the persons mentioned in item II
above, that may compromise its independence? (persons associated to public educational and/or
research institutions are excluded from this restriction)
( ) yes ( ) no
IV - are you, or have you been, in the last three years, employee or Executive Officer of Petrobras,
of its Controlling Shareholder or its subsidiaries or affiliates?
( ) yes ( ) no
V - are you a supplier or buyer, direct or indirect, of services or products of Petrobras or its
subsidiaries based in Brazil?
( ) yes ( ) no
VI - are you an employee or manager of a company or entity that offers or demands services or
products to Petrobras or its subsidiaries based in Brazil?
( ) yes ( ) no
VII - do you receive any other remuneration from Petrobras or its subsidiaries based in Brazil, in
addition to that related to the position of Director, except for the remuneration resulting from
participation in the company’s capital?
( ) yes ( ) no
25
S T A T E M E N T
I hereby state that:
( ) YES I am an Independent Director, in accordance with the criteria listed above and set forth
in art. 36, paragraph 1 of Decree No. 8.945, of December 27, 2016, the Rules of Procedure of
the State Governance Highlights Program of B3 and of the Level 2 Regulation of Corporate
Governance
( ) NO I am not an Independent Director, in accordance with the
criteria listed above and set
forth in art. 36, paragraph 1 of Decree No. 8.945, of December 27, 2016, the Rules of Procedure
of the State Governance Highlights Program of B3 and of the Level 2 Regulation of Corporate
Governance
[city], [day] [month] , 2018.
[SIGNATURE]
[FULL NAME]
[POSITION]
26
EXTRAORDINARY GENERAL MEETING
PRESENTATION TO
SHAREHOLDERS
ITEM II
PROPOSED AMENDMENT OF THE BYLAWS OF PETROBRAS
On 6/30/2016, Law no. 13,303 was enacted, governing the legal status of government-owned
companies and publicly-held companies and their subsidiaries in the framework of the Federal
Government, States, the Federal District and Municipalities.
On 12/27/2016,
Decree no. 8,945/16 was enacted, regulating Law no. 13,303/16 and detailing
several of the latter’s provisions related to the governance of state-owned
enterprises, which
demands new amendments to the Bylaws.
Similarly to Law no.
13,303/16, Article 24, Decree no. 8,945/16, Article 38 orders state-owned
enterprises to have a Statutory Audit Committee (“CAE”) as an advisory body to
the Board of
Directors, if any, or to its parent company, in case said Board of Directors does not exist.
In turn, article 14 of the aforementioned Decree provides for the possibility that controlled
companies share the costs and structures of their parent companies, avoiding the unnecessary
replication of structures in companies whose size or complexity do not justify segregation.
To
this effect, the Board of Directors of Petrobras approved on 6/26/2018 the creation of a
structure within Petrobras, called Conglomerate CAE, to meet the
requirements of Law no.
13,303/16, Article 24 and Decree no. 8,945/16, Article 38 in the Conglomerate companies that
do not have a Local CAE, namely: (i) 5283 Participações S.A.; (ii) Baixada Santista Energia S.A. –
BSE; (iii) Breitener Energética S.A.; (iv) Breitener Tambaqui S.A.; (v) Breitener Jaraqui S.A.; (vi)
Petrobras Negócios Eletrônicos S.A. - E-PETRO; (vii) Liquigás Distribuidora S.A. – LIQUIGÁS; (viii)
Petrobras Logĺstica de Gás S.A. - LOGIGÁS; (ix) Eólica Mangue Seco 2 - Geradora e
Comercializadora de Energia Elétrica S.A.; (x) Petrobras Biocombustĺvel S.A. – PBIO; (xi)
Petrobras Logistica de Exploração e Produção S.A. - PB-LOG; (xii) Petrobras Comercializadora
de Energia Ltda. – PBEN; (xiii) Termocaé Comercializadora de Energia S.A. – TMC; (xiv)
Termomacaé S.A.; (xv) Araucária Nitrogenados S.A. – ANSA; (xvi) PDET Offshore S.A.; (xvii)
Termobahia S.A., e (xviii) Transportadora Associada de Gás S.A. – TAG.
The companies
Petrobras Distribuidora, Stratura Asfaltos, Gaspetro, GásBrasiliano, TBG and
Transpetro will have Local CAEs.
27
As a consequence of the creation of CAE Conglomerate, it is necessary to amend the Bylaws of
Petrobras.
Thus, whereas the amendment of the Bylaws is a subject under the authority of the
General
Shareholders Meeting, the proposal is therefore submitted for consideration by the General
Meeting, as per the copy of the Bylaws attached herein, containing, in highlight, the proposed
amendments, to the effect of:
(i) Amending Article 30, paragraph 1 to provide
for the CAE Conglomerate concept, in
compliance with Law no. 13,303/16, Article 24 and Decree no. 8,945/16, Articles 38
and 14, increasing the number of advisory committees to the Board of Directors
from 6 to 7.
Attached: copy of Bylaws containing, in highlight, the proposed changes and the comparative
table with the proposals for the amendment of the Bylaws and their justifications.
Rio de
Janeiro, September 3rd. 2018.
Ivan de Souza Monteiro
CEO
28
Bylaws
(Updated in General Shareholders’
Meeting held on 10/04/2018)
29
BYLAWS OF PETRÓLEO BRASILEIRO S.A. – PETROBRAS
Chapter I – Nature, Headquarters and Purpose of the Company
Art. 1º –
Petróleo Brasileiro S.A. – Petrobras, hereinafter referred to as
“Petrobras” or “Company”, is a mixed capital company, under control
of the
Federal Government, for an indefinite term, which shall be governed by the rules
of private law - in general - and specifically, by the Corporation Law (Law 6,404 of
December
15, 1976), by Law Nº 13.303, of June 30, 2016, by Decree Nº 8.945, of
December 27, 2016, and by this Bylaws.
§1 – Federal Government control shall be exercised through the ownership and
possession of at least 50% (fifty per cent) plus 1 (one) share, of the voting capital
of the Company.
§2 – Upon the adherence of Petrobras to B3’s Level 2 Corporate
Governance
special listing segment, the Company, its shareholders, officers and Board of
Auditors members became subject to the provisions of Corporate Governance
Level 2 Listing
Regulation of Brasil Bolsa Balcão - B3 (Level 2 Regulation).
§3 – The provisions of Level 2 Regulation shall prevail over the statutory
provisions in such event of loss of rights affecting the beneficiaries of such public
offerings included in this Bylaws, except for the provisions of articles 30, §§4 and
5, 40, §§3 and 4, and 58, sole paragraph of this Bylaws.
Art. 2 – Petrobras is
based in and subject to the jurisdiction of the city of Rio de
Janeiro, State of Rio de Janeiro, whereas it may establish subsidiaries, agencies,
branches and offices both in Brazil and abroad.
Art. 3 – The purpose of the Company is
the research, extraction, refining,
processing, trading, and transport of oil from wells, shale or other rocks, its
products, natural gas, and other hydrocarbon fluids, in addition to energy-related
activities,
whereas it may promote the research, development, production,
transport, distribution, and trading of all forms of energy and any other related
activities or the like.
§ 1- The economic activities linked to its business purpose shall
be developed by
the Company as free competition with other companies according to market
conditions, in compliance with the other principles and guidelines of Law no.
9,478, of August
6, 1997 and Law no. 10,438, of April 26, 2002.
§ 2- Petrobras, either directly or through its whole-owned subsidiaries and
controlled companies, whether or not associated to a third party, may exercise
any of the
activities under its business purpose in the Country or outside the
national territory.
§3- Petrobras may have its activities, provided in compliance with its corporate
purpose,
guided by the Federal Government to contribute to the public interest
that justified its creation, aiming at meeting the objective of the national energy
policy as set forth in article 1, section V, of Law Nº 9,478 of August 6, 1997.
30
§4- In exercising the attribution referred to in paragraph 3 above, the Federal
Government may only guide the Company to assume obligations or
responsibilities, including the
implementation of investment projects and the
assumption of specific operating costs/results, such as those relating to the sale
of fuels, as well as any other related activities, under conditions different from
those of
any other private sector company operating in the same market, when:
I – stipulated by a law or regulation, as well as provided for under a contract,
covenant, or adjustment agreed upon with a public entity that is competent to
establish such obligation, abiding by the broad publicity of such instruments; and
II – the cost and revenues thereof have been broken down and disseminated in a
transparent manner, including in the accounting plan.
§5- In the event
of paragraphs 3 and 4 above, the Financial Committee and the
Minority Committee, exercising their advisory role to the Board of Directors, shall
evaluate and measure, based on such technical-economic evaluation criteria for
investment
projects and for specific operating costs/results practiced by the
Company’s management, if such obligations and liabilities to be assumed are
different from those of any other private sector company operating in the same
market.
§6- When directed by the Federal Government to contribute to the public
interest, the Company shall only assume such obligations or responsibilities:
I – that abide by such market conditions stipulated in §5 above; or
II – that comply with the provisions of sections I and II of paragraph 4 above,
abiding by such criteria set forth in §5 above, and in this case, the Federal
Government
shall previously compensate the Company for the difference
between such market conditions defined in §5 above and the operating result or
economic return of the assumed obligation.
§7- The exercise of such attribution referred
to in paragraph 3 above shall be the
subject of the annual chart subscribed by the members of the Board of Directors,
as referred to in article 13, section I, of Decree nº 8.945, of December 27, 2016.
Chapter II – Capital, Shares and Shareholders
Art. 4 - Share Capital is
R$ 205,431,960,490.52 (two hundred five billion, four
hundred thirty-one million, nine hundred sixty thousand, four hundred ninety
reais and fifty-two cents), divided into 13,044,496,930 (thirteen billion, forty-four
million,
four hundred ninety-six thousand, nine hundred thirty) shares without
nominal value, 7,442,454,142 (seven billion, four hundred forty-two million, four
hundred fifty-four thousand, one hundred forty-two) of which are common
shares and
5,602,042,788 (five billion, six hundred two million, forty-two
thousand, seven hundred eighty-eight) of which are preferred shares.
§1- Capital increases through the issuance of shares shall be submitted in
advance to the
decision of the General Meeting.
31
§2- The Company, by resolution of the Board of Directors, may acquire its own
shares to be held as treasury stock, for cancellation or subsequent sale, up to the
amount of
the balance of profit and reserves available, except for the legal
balance, without reduction of capital stock, pursuant to the legislation in force.
§3- Capital stock may be increased with the issuance of preferred shares, without
maintaining the ratio to common shares, in compliance with the legal limit of twothirds
of the capital stock and the preemptive right of all shareholders.
§4- The controlling
shareholder shall implement such measures designed to keep
outstanding a minimum of 25% (twenty five percent) of the shares issued by the
Company.
Art. 5 - Company shares shall be common shares, with the right to vote, and
preferred shares, the latter always without the right to vote.
§1 -
Preferred shares shall be non-convertible into common shares and vice versa.
§2 - Preferred shares shall have priority in the event of repayment of capital
and
the receipt of dividends, of at least 5% (five per cent) as calculated on the part of
the capital represented by this kind of shares, or 3% (three percent) of the net
equity value
of the share, whichever the greater, participating on equal terms with
common shares in capital increases arising from the capitalization of reserves and
profits.
§3 - Preferred shares shall non-cumulatively participate in
equal conditions with
common shares in the distribution of dividends, when in excess to the minimum
percentage they are afforded under the preceding paragraph.
§4 - Preferred shares shall
be entitled to be included in a public offering for the
sale of equity shares as a result of the sale of Company control at the same price
and under the same conditions offered to the selling controlling shareholder.
Art. 6 - The
payment of shares shall conform to the standards established by the
General Assembly. In the event of late payment of the shareholder, and
irrespective of challenges, the Company may promote the execution or determine
the sale of
shares, on account and risk of said shareholder.
Art. 7 - All Company shares shall be book-entry shares, and shall be maintained in
the name of their holders, in a deposit account at a financial institution
authorized by the
Securities and Exchange Commission of Brazil - CVM, without
issue of certificate.
Art. 8 - Shareholders shall be entitled at each financial year to dividends and/or
interest on
own capital, which may not be lower than 25% (twenty-five per cent) of
adjusted net income, pursuant to the Brazilian Corporate Act, prorated by the
shares to which the capital of the Company is to be divided.
Art. 9 - Unless the General
Meeting decides otherwise, the Company shall make
the payment of dividends and interest on own capital due to the shareholders
within 60 (sixty) days from the date on which they are declared, and in any event
within the
corresponding accounting period, observing the relevant legal
standards.
32
Sole paragraph. The Company may, by resolution of its Board of Directors,
advance values to its shareholders as dividends or interest on own capital,
whereas such
advances shall be adjusted at the SELIC rate from the date of actual
payment to the end of the respective fiscal period, pursuant to art. 204 of the
Corporate Law.
Art. 10- Dividends not claimed by shareholders within 3 (three) years from the
date on which they have been made available to shareholders shall expire in favor
of the Company.
Art. 11- The values of dividends and interest as payment on own capital due to
the National Treasury and other shareholders shall be subject to financial charges
equivalent to the SELIC rate from the end of the fiscal period until the actual day
of
payment, notwithstanding the applicability of default interest when such
payment does not occur on the date fixed by the General Assembly.
Art. 12- In addition to the Federal Government, as controlling shareholder of the
Company,
shareholders may be individuals or legal entities, both Brazilian or
foreign, whether or not resident in the country.
Art. 13- Shareholders may be represented at General Meetings in the manner
provided for in
art. 126 of the Corporate Law, showing, in the act, or depositing, in
advance, the receipt issued by the depositary financial institution, along with the
document of identification or power of attorney with special powers.
§1-
The representation of the Federal Government at General Meetings of the
Company shall occur in accordance with the specific federal legislation.
§2- At the General Shareholders Meeting which decides on the election of Board
of
Directors members, the right to vote of preferred shareholders is subject to the
satisfaction of the condition defined in § 6 of the art. 141 of the Corporate
Law, of
proven uninterrupted ownership of equity during the period of 3 (three) months,
at least, immediately prior to the staging of the Meeting.
Chapter III – Wholly-Owned
Subsidiaries, Controlled Companies, and Affiliates
Art. 14- For the strict fulfillment of activities linked to its purpose, Petrobras may,
pursuant to the authorization conferred by Law no. 9,478, of August 6, 1997,
constitute, and,
pursuant to the legislation in force, extinguish wholly-owned
subsidiaries, companies whose business purpose is to participate in other
companies, pursuant to art. 8, § 2 of Decree no. 8,945, of December 27, 2016, as
well as
join other companies, either as majority or minority shareholder.
Art. 15- In observance of the provisions of Law no. 9,478, of August 6, 1997,
Petrobras and its wholly-owned subsidiaries, controlled companies, and affiliates
may acquire
shares or quotas in other companies, participate in special-purpose
companies, as well as join Brazilian and foreign companies, and form with them
consortia, whether or not as the leading company, aiming to expand activities,
gather
technologies and expand investments applied to activities linked to its
purpose.
33
Art. 16- The rules of governance of Petrobras, as well as common corporate rules
set by Petrobras, by means of guidance of technical, administrative, accounting,
financial and
legal nature, fully apply to all of its wholly-owned subsidiaries and
controlled societies, and to the extent possible, affiliated companies, pursuant to
the deliberations of the management bodies of each company and the strategic
plan approved by the Board of Directors of Petrobras.
Sole paragraph. Any
appointments to an officer position or Board of Auditors
member that are incumbent on the Company in its subsidiaries, controlled and
affiliated companies, even if such appointment results of a nomination by the
Federal
Government under the current legislation, shall fully comply with such
requirements and prohibitions imposed by the Corporation Law, as well as those
provided for in arts.21, §§1, 2 and 3 and 43 and paragraphs thereof of these
Bylaws,
Law 13.303 of June 30, 2016, and Decree Nº 8.945 of December 27, 2016.
Chapter IV - Company Administration
Section I - Board Members and Executive Officers
Art. 17 – Petrobras shall be run by a
Board of Directors, with deliberative
functions, and an Executive Office .
Art.18 – The Board of Directors shall be composed of at least 7 (seven) and at
most 11 (eleven) members, whereas the General Shareholders Meeting shall
appoint among them
the Chair of the Board, all of whom with a unified term of
office that may not be greater than 2 (two) years, whereas reelection is permitted.
§1– Once the unified management term of its members is respected, the
composition of
the Board of Directors shall be alternated in order to allow
constant renewal of the body, without compromising history and experience
regarding the Company’s business, subject to the following rules:
I – The
Company’s president, as well as members elected by the minority
shareholders, the preferred shareholders and the employees shall not participate
in the rotation;
II – 20% (twenty percent) of the remaining board members shall be
renewed every
4 (four) years. If this results in a fractional number of members, it will be rounded
to the next higher integer.
§2 – In the case of vacancy in the post of CEO of the
Board, the substitute shall be
elected at the first ordinary meeting of the Board of Directors until the next
General Assembly.
§3 – The member of the Board of Directors appointed in the manner
of the
caption of this article may be re-elected at most 3 (three) consecutive times.
§4 – In the case of a member of the Board of Directors elected by the employees,
the
limit for reelection shall comply with current laws and regulations.
§5 – The Board of Directors shall be formed by at least 40% (forty percent)
independent members, considered therein the member elected by employees,
34
whereas the independence criteria shall comply pursuant to article 22, §1, of Law
13.303 of June 30, 2016 of article. 36, §1 of Decree Nº 8.945, of December 27,
2016,
of the Rules of Procedure of the B3’s State Companies Governance
Highlight Program and of Level 2’s Regulation, abiding by the more stringent
criterion in case of divergence between the rules.
§6 – The members of the Board of
Directors to be nominated by the Federal
government to meet the minimum number of independents set forth in §5 of this
article will be selected in a triple list drawn up by a specialized company with
proven
experience, not being allowed to interfere in the indication of this list,
which will be the sole responsibility of the specialized company.
§7 – Such functions as Chairman of the Board of Directors and chief executive
shall
not be held by the same individual.
§8– The qualification as Independent Board Member shall be expressly declared in
the minutes of the general meeting that elects them.
§9– When, as a result of
compliance with the percentage referred to in subsection
§5 of this article, fractional number of members results, rounding to the next
higher integer.
§10– The reelection of the Board of Directors member who does not
participate in
any annual training provided by the Company in the last 2 (two) years is
prohibited.
§11– Once the upper period of reelection is reached, the return of the
Board of
Directors member to the Company may only occur after the expiry of a period
equivalent to 1 (one) term of office.
Art. 19- In the process of electing members of the Board
of Directors by the
General Shareholders Meeting, the following rules shall be followed:
I- Minority shareholders are entitled to elect 1 (one) Board member, if a greater
number does
not correspond to them through the multiple vote process;
II- Preferred shares who collectively represent at least 10% (ten percent) of the
capital stock, excluding the controlling shareholder, are entitled to elect and
dismiss 1
(one) member of the Board of Directors, in a separate voting from the
General Meeting.
III- Whenever, cumulatively, the election of the Board of Directors occurs by
multiple voting
system, and common or preferred shareholders exercise the right
to elect Board members, the Federal Government shall be ensured the right to
elect Board members in equal number to those elected by the remaining
shareholders and by
employees, plus 1 (one), irrespective of the number of Board
members set out in art. 18 of this Statute;
IV- Employees shall be entitled to nominate one (1) member of the Board of
Directors in a
separate vote, by direct vote of their peers, according to paragraph
1 of art. 2 of Law Nº 12.353 of December
V- Subject to the provisions of applicable law, the Ministry of Planning,
Development and
Management is guaranteed the right to nominate one member
of the Board of Directors.
35
Art. 20- The Executive Office shall be composed of 1 (one) President, chosen by
the Board of Directors from among its members, and seven (7) Executive Officers,
elected by
the Board of Directors, among Brazilians resident in the country, with
unified term of office which may be no greater than 2 (two) years, whereas at
most 3 (three) consecutive reelections allowed, and may be removed at any time.
§1 - The
Board of Directors shall observe, in the selection and election of
Executive Office members, their professional capacity, notorious knowledge and
expertise in their respective areas of contact in which such officers shall act, in
compliance
to the Basic Plan of Organization.
§2 - Executive Office members shall exercise their posts in a regime of full time
and exclusive dedication to the service of Petrobras, nevertheless, it is permitted,
after
justification and approval by the Board of Directors, the concomitant
exercise of officer posts at wholly-owned subsidiaries, controlled companies or
affiliates of the Company and, exceptionally, at the Board of Directors of other
companies.
§3 - Executive Office members, in addition to the requirements of Board of
Directors members, pursuant to art. 21 below, shall meet the requirement of 10
(ten) years of experience in leadership, preferably, in the business or in a related
area, as specified in the Nomination Policy of the Company.
§4 - The reelection of the
Executive Office member who does not participate in
any annual training provided by the Company in the last 2 (two) years is
prohibited.
§5 - Once the upper period of reelection is reached, the return of the
Executive
Officer to the Petrobras may only occur after the expiry of a period equivalent to
1 (one) term of office.
Art. 21- The investiture in any administration position in the Company
shall abide
by such conditions set forth by article 147 and complemented by those provided
for in article 162 of the Corporate Law, as well as those set forth in the
Nomination Policy,
Law 13.303 of June 30, 2016 and Decree Nº 8.945 of December
27, 2016.
§1- For purposes of compliance with legal requirements and prohibitions, the
Company shall furthermore consider the following conditions for the
characterization of
irreproachable reputation of the nominee to the post of
administration, which shall be detailed in the Nomination Policy:
I- not be the defendant in legal or administrative proceedings with an unfavorable
ruling to
the nominee by appellate courts, observing the activity to be performed;
II- not have commercial or financial pending issues which have been the object of
protest or inclusion in official registers of defaulters, whereas clarification to the
Company on such facts is possible;
III – demonstrate the diligence adopted in the
resolution of notes indicated in
reports of internal or external control bodies in processes and/or activities under
their management, when applicable;
36
IV- not have serious fault related to breach of the Code of Ethics, Code of
Conduct, Manual of the Petrobras Program for Corruption Prevention or other
internal rules,
when applicable;
V- not have been included in the system of disciplinary consequence in the
context of any subsidiary, controlled or affiliated company of Petrobras, nor have
been
subject to labor or administrative penalty in another legal entity of public or
private law in the last 3 (three) years as a result of internal investigation, when
applicable.
§2- The nominee to the office post shall not have any form
of conflict of interest
with the Company.
§3- The nominee shall not
accumulate more than 2 (two) paid positions on boards
of directors or audit committees in the Company or any subsidiary, controlled or
affiliated company of Petrobras.
§4- The legal and integrity requirements shall be
analyzed by the Committee on
Nomination, Remuneration and Succession, within 8 (eight) business days from
the delivery of information by the candidate or the party who nominates such
candidate,
whereas such a term may be extended by a further 8 (eight) days at the
request of the Committee. In the event of an objectively proven reason, the
period of analysis may be suspended by a formal act of the Committee.
§5- The investiture
in officer posts of persons with ascendants, descendants or
collateral relatives in positions on the Board of Directors, the Executive Office or
the Audit Committee of the Company shall be prohibited.
§6- The investiture of
employees’ representatives on the Board of Directors shall
be subject to such requirements and impediments set forth in the Brazilian
Corporate Law, Law Nº 13.303, dated June 30, 2016, in Decree Nº 8.945, dated
December 27, 2016, in the Nomination Policy and in paragraphs 1 and 2 of this
article.
§7- The Committee on Nomination, Remuneration and Succession
may request
from the nominee to the post to attend an interview for clarification on the
requirements of this article, whereas the acceptance of the invitation shall obey
the will of
the nominee.
Art. 22- The members of the Board of Directors and Executive Office shall be
invested in their positions upon signing the statements of inauguration in the
book of minutes
of the Board of Directors and the Executive Office, respectively.
§1 - The term of investiture shall include, under penalty of nullity: (i) the
indication of at least 1 (one) domicile in which the administrator will receive
summons and
subpoenas in administrative and judicial proceedings related to
such acts during his/her term in office, which shall be considered fulfilled by
delivery at such indicated address, which can only be changed by means of written
communication to the Company; (ii) adherence to the Instrument of Agreement of
the Administrators pursuant to the provisions of Level 2’s Regulation, as well as
compliance with applicable legal requirements, and (iii) consent to the terms of
37
the arbitration clause dealt with in article 58 of these Bylaws and other terms
established by law and by the Company.
§2- the inauguration of a board member resident or
domiciled abroad shall be
subject to the engagement of a representative resident in the country, with
powers to receive summons in lawsuits against said member that are filed based
on corporate
law, upon a power of attorney with a period of validity to extend for
at least 3 (three) years after the expiration of the term of office of said member.
§3- Prior to inauguration, and upon departure of office, the members of the Board
of Directors and the Executive Office shall submit a statement of assets, which
will be filed
with the Company.
Art. 23- The members of the Board of Directors and of the Executive Office shall
be accountable, pursuant to article 158, of the Corporate Law severally and
jointly, for such
acts they perform and for such losses resulting therefrom for the
Company, and they shall not be allowed to participate in such decisions on
operations involving companies in which they hold interest of more than 10% (ten
percent ), or
have held administration positions in a period immediately prior to
the investiture in the Company.
§1- The Company shall ensure the defense in legal and administrative
proceedings to its
administrators, both present and past, in addition to maintain
permanent insurance contract in favor of such administrators, to protect them of
liabilities for acts arising from the exercise of the office or function, covering the
entire
period of exercise of their respective terms of office.
§2- The guarantee referred to in the previous paragraph extends to the members
of the Audit Committee, as well as to all employees and agents who legally act by
delegation
of administrators of the Company.
Art. 24- The member who fails to participate in 3 (three) consecutive ordinary
meetings, without good reason or leave granted by the Board of Directors, shall
lose office.
Art. 25- In case of vacancy of the position of Board Member, the substitute shall
be appointed by the remaining Members and shall serve until the first General
Meeting, as
provided for in article 150 of the Corporate Law.
§1- The member of the Board of Directors or Executive Office who is elected in
replacement, shall complete the term of office of the replaced member and, at the
end of the
term of office, shall remain in office until the investiture of the
successor.
§2- If the board member who represents the employees does not complete the
term of office, the following shall be observed:
I- the second most voted
candidate shall take office, if more than half the term of
office has not elapsed;
II- new elections shall be called, if more than half the term of office has elapsed.
§3-
In the event referred to in § 2 above, the substitute member shall complete
the term of office of the replaced member.
38
Art. 26- The Company shall be represented both in and out of courts, individually,
by its CEO or by at least 2 (two) Executive Officers together, whereas it may
appoint
attorneys or representatives.
Art. 27- The CEO and Executive Directors may not be absent from office, annually,
for more than 30 (thirty) days, whether or not consecutive, without leave of
absence or
authorization of the Board of Directors.
§1- The CEO and Executive Directors shall be entitled, annually, to 30 (thirty) days
of paid license upon prior authorization of the Board of Executive Directors,
whereas the
payment in double of the remuneration for the license not enjoyed in
the previous year shall be prohibited.
§2- The CEO shall appoint, from among the Executive Officers, his possible
substitute.
§3- In case of vacancy of the position of CEO, the Chairman of the Board of
Directors shall appoint the substitute from among the other members of the
Executive Office
until the election of the new CEO in compliance with art 20 of
these Bylaws.
§4- In case of absence or impediment of an Executive Officer, such an officer’s
duties shall be assumed by a substitute chosen by the said officer, among the
other members of
the Executive Office or one of their direct subordinates, the
latter for up to a maximum period of 30 (thirty) days.
§5- In case the indication is made to a subordinate, subject to approval of the
CEO, said
substitute shall participate in all the routine activities of an Executive
Officer, including the presence at meetings of Officers, to inform matter in the
the contact area of the respective Executive Officer, without, however, exercising
the right to vote.
Art. 28- After the end of the term in office, the former members of the
Executive
Office, the Board of Directors and the Board of Auditors shall be impeded over a
period of 6 (six) months counted from the end of their term in office, if a longer
term is not
set up in the regulations, from:
I- accepting administrator or audit committee posts, exercising activities, or
providing any service to competitors of the Company;
II- accepting a position as administrator
or board of auditors’ member, or
establishing any professional relationship with any individual or legal entity with
whom they have had a direct and relevant official relationship over the 6 (six)
months prior
to the end of their term in office, if a longer term is not set up in the
regulations; and
III- sponsoring, either directly or indirectly, any interest of any individual or legal
entity, before any agency or entity of the Federal Public Administration with
which they have had a direct and relevant official relationship over the 6 (six)
months prior to the end of their term in office, if a longer term is not set up in the
regulatory standards.
§1- The period referred to in the caption of this
article includes any periods of
paid annual leave not enjoyed.
39
§2- During the period of the impediment, the former members of the Executive
Office, the Board of Directors and the Audit Committee shall be entitled to
remuneration
allowance equivalent only to the monthly fee of the post they
occupied.
§3- The former members of the Executive Office, the Board of Directors and the
Audit Committee who choose to return before the end of the impediment period,
to the
performance of the actual of higher post or position, which, prior to their
appointment, was occupied in public or private administration, shall not be
entitled to remuneration allowance.
§4- Failure to comply with such 6 (six) months
impediment shall imply, in addition
to the loss of compensatory remuneration, the refund of any amount already
received in this title plus the payment of a 20% (twenty percent) fine on the total
compensatory remuneration that would be due in the period, without detriment
to the reimbursement of losses and damages that may be caused.
§5- The
former member of the Executive Office, of the Board of Directors and the
Board of Auditors shall cease to be paid such compensatory remuneration,
without detriment to other applicable sanctions and restitution of amounts
already received,
who:
I- incurs any of the assumptions that make up a conflict of interest as referred to
in article 5 of Law Nº 12,813 of Thursday, May 16, 2013;
II- is judicially convicted,
final and unappealable sentence, of crimes against the
public administration;
III- is judicially convicted, final and unappealable sentence, of administrative
impropriety; or
IV- undergoes retirement annulment, dismissal or conversion of exemption in
dismissal of the position of trust.
§6- The beginning of the payment of
such compensatory remuneration shall be
preceded by a formal consultation with the Ethics Committee of the Presidency of
the Republic, pursuant to article 8 of Law Nº 12,813, of May 16, 2013.
Section II –
Board of Directors
Art. 29 - The Board of Directors is the higher body of guidance and management
of Petrobras, and is responsible for:
I- setting the general guidance of the business of the
Company, defining its
mission, strategic objectives and guidelines;
II-
approving, on the proposal of the Executive Office, the strategic plan, the
respective multi-annual plans, as well as annual plans and programs of
expenditure and investments, promoting annual analysis regarding the
fulfillment of goals and
results in the execution of said plans, whereas it shall
publish its conclusions and report them to the National Congress and the Federal
Court of Accounts;
40
III- inspecting the administration by the Executive Office and its members, and
set their duties, by examining, at any time, the books and records of the Company;
IV-
evaluating, annually, the individual and collective performance results of
officers and members of Board Committees, with the methodological and
procedural support of the Committee on Nominations, Remuneration and
Succession, in compliance
with the following minimum requirements: a) exposure
of the acts of management practiced regarding the lawfulness and effectiveness
of managerial and administrative action; b) contribution to the result of the
period; and c)
achievement of the objectives set out in the business plan and
satisfaction to the long-term strategy referred to in art. 37, § 1 of Decree no.
8,945, of December 27, 2016;
V- approving, annually, the value above which the acts, contracts
or operations,
although of competence of the Executive Office or its members, shall be subject
to the approval of the Board of Directors;
VI- deliberating on the issue of simple, unsecured
debentures non-convertible
into shares;
VII- setting the overall policies of
the Company, including strategic commercial,
financial, risk, investment, environment, information disclosure, dividend
distribution, transactions with related parties, spokespersons, human resources,
and minority
shareholders management policies, in compliance with the
provisions set forth in art. 9, § 1 of Decree no. 8,945, of December 27, 2016;
VIII- approving the transfer of ownership of Company assets, including
concession contracts
and permits for oil refining, natural gas processing,
transport, import and export of crude oil, its derivates and natural gas, whereas it
may set limits in terms of value for the practice of these acts by the Executive
Office or its
members;
IX- approving the Electoral Rules for selecting the member of the Board of
Directors elected by employees;
X- approving the plans governing the admission, career,
succession, benefits and
disciplinary regime of Petrobras employees;
XI-
approving the Nomination Policy that contains the minimum requirements for
the nomination of members of the Board of Directors and its Committees, the
Audit Committee and the Executive Office, to be widely available to shareholders
and the
market, within the limits of applicable legislation;
XII- approving and disclosing the Annual Chart and Corporate Governance Chart,
as provided for in Law 13.303, of June 30, 2016;
XIII- implementing, either directly or
through other bodies of the Company, and
overseeing the risk management and internal control systems established for the
prevention and mitigation of major risks, including risks related to the integrity of
financial and accounting information and those related to the occurrence of
corruption and fraud;
XIV- formally making statements in such public offering
for the sale of equity
shares issued by the Company;
41
XV- setting a triple list of companies specializing in economic evaluation of
companies for the preparation of the appraisal report of Company’s shares, in the
cases
of public offering for cancellation of registration as a publicly-held
company or for quitting from Corporate Governance Level 2.
§1- The fixing of human resources policy referred to in item VII may not count
with the
participation of the Board Member representing employees, if the
discussions and deliberations on the agenda involve matters of trade union
relations, remuneration, benefits and advantages, including matters of
supplementary pensions
and healthcare, cases in which conflict of interest is
configured.
§2 -
Whenever the Nomination Policy intends to impose additional requirements
to those included in the applicable legislation to Board of Directors and Audit
Committee members, such requirements shall be forwarded for decision of
shareholders in a General Meeting.
§3- Such formal statement, either
favorable or contrary, dealt with in section XIV
shall be made by means of a prior informed opinion, disclosed within 15 (fifteen)
days of the publication of such public offer announcement, addressing at least: (i)
the
convenience and the opportunity of such public offering of shares regarding
the interest of all shareholders and in relation to the liquidity of such securities
held by them; (ii) the repercussions of such public offer of sale of equity shares on
Petrobras interests; (iii) such strategic plans disclosed by the offeror in relation to
Petrobras; (iv) such other points that the Board of Directors deems pertinent, as
well as any information required by such applicable rules issued by CVM.
Art. 30- The Board of
Directors shall further decide on the following matters:
I- Basic Plan of Organization and its amendments, respecting the burden of each
member of the Executive Office, as established in article 36 of these Bylaws;
II- nomination
and dismissal of the holders of the general structure of the
Company, as proposed by the Executive Office, as defined on Basic Plan of
Organization, based on the criteria set forth by the Board of Directors itself;
III-
authorization for the acquisition of shares issued by the Company to be held
in treasury or for cancellation, as well as subsequent disposal of these actions,
except in cases of competence of the General Meeting, pursuant to legal,
regulatory and statutory provisions;
IV- exchange of securities it has
issued;
V- election and dismissal of the members of the Executive Board;
VI-
constitution of wholly-owned subsidiaries or affiliated companies, the
transfer or termination of such participation, as well as the acquisition of shares
or quotas other companies;
VII- convocation of the General Shareholders
Meeting, in the cases provided for
by law, by publishing the notice of convocation at least 15 (fifteen) days in
advance;
VIII- Code of Ethics, Code of Best Practices and Internal Rules of the Board of
Directors and Code of Conduct of the Petrobras System;
42
IX- Corporate Governance Policy and Guidelines of Petrobras;
X- selection and dismissal of independent auditors, which may not provide
consulting services
to the Company during the term of the contract;
XI- administration and accounts report of the Executive Board;
XII- selection of Board Committee members from among its members and/or
from among persons in
the market of notorious experience and technical capacity
in relation to the expertise of the respective Committee, and approval of the
duties and rules of operation of the Committees;
XIII- matters that, by virtue of a legal
provision or by determination of the
General Meeting, depend on its deliberation;
XIV- integrity and compliance criteria, as well as the other pertinent criteria and
requirements applicable to the election of the members of holders of the general
structure appointment of the Executive Managers, who shall meet, as a minimum,
those set forth
in art. 21, paragraph 1, 2 and 3 of these Articles of Incorporation;
XV- omissive cases of these Bylaws.
§1 - The Board of Directors shall have 7 6 (seven six) advisory committees with
specific
powers of analysis and recommendation on certain matters, linked
directly to the Board: Strategic Committee; Finance Committee; Audit Committee;
Petrobras Conglomerate Audit Committee; Health Committee, Safety and
Environment Committee;
Nominating, Compensation and Succession Committee;
and Minority Shareholders Committee.
I- The opinions of the Committees are not a necessary condition for submitting
matters to the
examination and deliberation of the Board of Directors, except for
the hypothesis provided for in paragraph 4 of this article, when the opinion of the
Minority Committee shall be mandatory;
II- Committee members may participate as guests of all
meetings of the Board of
Directors;
III-The composition and rules of
operation of the Committees shall be disciplined
in regiments to be approved by the Board of Directors, and the CEO, Executive
Directors and employees are forbidden from participating, whether as a member
or as a
permanent guest of these committees, except, in the latter case, the
holders of the organizational units directly linked to the Board of Directors.
§2 - The Nomination, Compensation and Succession Committee shall have the
attributions
provided for in articles 21 to 23 of Decree Nº 8.945, of December 27,
2016, as well as to analyze the integrity requirements set forth in art. 21 of these
Bylaws for the investiture in the position of management and fiscal councilor of
the Company.
§3 - Whenever there is a need to evaluate operations with the Government,
its
municipalities and foundations and federal state enterprises, provided it is
outside the normal course of business of the Company, and that it is within the
purview of the
Board of Directors’ approval, the Minority Committee shall render
prior advice, issuing its opinion on the intended transaction.
43
§ 4- To allow the representation of the preferred shareholders, the Minority
Committee will also carry out the previous advisory to the shareholders, issuing
its opinion
on the following transactions, in a meeting that must necessarily count
on the participation of the board member elected by the preferred shareholders.
that the opinion of the Committee shall be included in full, including the full
content of the
divergent statements, of the Assembly Manual that is convened to
deliberate on:
I- transformation, incorporation, merger or spin-off of the Company;
II-
approval of contracts between the Company and the controlling shareholder,
directly or through third parties, as well as other companies in which the
controlling shareholder has an interest, whenever, by legal or statutory provision,
they are
deliberated at a General Meeting;
III- valuation of assets intended to the payment of capital increase of the
Company;
IV- choice of specialized institution or company to determine the Company’s
economic value, pursuant to Article 40, XI of these Bylaws; and
V- alteration
or revocation of statutory provisions that modify or alter any of the
requirements set forth in item 4.1 of the Level 2 Regulation, while the Contract of
Participation is in force in Level 2 of Corporate Governance.
§5- If the
final decision of the Board of Directors differs from the Minority
Committee’s opinion indicated in the previous paragraph, the Board’s
manifestation, including all the dissenting statements, should also be included in
the
Assembly Manual that is called to deliberate on the operations, to better
instruct the shareholders’ vote.
§6 - The aforementioned Minority Committee will be formed by 2 (two) members
of the Board
of Directors pointed out by minority common shareholders and
preferred shareholders, as well as 1 (one) third independent member, according to
Regulation Article 18, §5 of these Bylaws, chosen by the other members of the
Committee,
which shall or not be a member of the Board of Directors.
Art. 31 - The Board of Directors may determine the performance of inspections,
audits or statements of accounts in the Company, as well as the hiring of experts
or external
auditors, to better instruct the matters subject to its deliberation.
Art. 32 - The Board of Directors shall meet with the presence of the majority of its
members, convened by its Chairman or a majority of the Members, ordinarily, at
least every 30 days, and extraordinarily whenever necessary.
§1- It is
hereby provided, if necessary, the participation of Members at the
meeting by telephone, videoconferencing, or other means of communication that
can ensure effective participation and the authenticity of their vote. In such a
case, the
Board Member shall be considered present at the meeting, and their
vote shall be considered valid for all legal effects and incorporated in the minutes
of said meeting.
§2- The materials submitted to evaluation by the Board of Directors
shall be
appraised with the decision of the Executive Office, the manifestations of the
44
technical area or competent Committee, and furthermore the legal opinion, when
necessary for the examination of the matter.
§3- The Chairman of the Board may, on their
own initiative or at the request of
any Board Member, summon members of the Executive Office of the Company to
attend meetings and provide clarifications or information on matters under
consideration.
§4- The deliberations of the Board of Directors shall be taken by majority vote of
the attending members and shall be recorded in the specific book of Minutes.
§5- The
operations provided for in §§ 3 and 4 of art. 30 of these Bylaws, shall be
approved by the vote of 2/3 (two thirds) of the Directors present
§6 - In the event of a tie, the Chairman of the Board shall have the casting vote.
Section III - Executive Office
Art. 33- The Executive Office and its members
shall be responsible for exercising
the management of the Company business, pursuant to the mission, objectives,
strategies and guidelines set forth by the Board of Directors.
§1- The Executive Director
of Governance and Compliance is assured, in the
exercise of its duties, the possibility of reporting directly to the Board of Directors
in the hypotheses of art. 9, paragraph 4 of Law 13303, of June 30, 2016.
§2- The Board of
Directors may delegate powers to the Executive Office, except
for those expressly provided for in corporate law and in compliance to the levels
of authority established in such delegations.
Art. 34- The Executive Office shall be
responsible for:
I- Evaluating, approving and submitting to the approval of the Board of Directors:
a) the bases and guidelines for the preparation of the strategic plan, as well as the
annual
and multi-annual plans;
b) the strategic plan, the corresponding multi-annual plans, as well as annual
plans and programs of expenditure and investments of the Company with the
respective projects;
c) the budgets of expenditures and investments of the Company;
d) the result
of the performance of the Company’s activities.
e) the indication of the holders of the general structure of the Company, based on
the criteria established by the Board of Directors.
f) the plans governing the admission,
career, succession, benefits and disciplinary
regime of Petrobras employees.
II- approving:
a) the technical and economical evaluation criteria for
investment projects, with
the corresponding plans for delegation of responsibility for their execution and
implementation;
b) the criteria for the economic exploitation of production areas and minimum
coefficient of oil and gas reserves, pursuant to the specific legislation;
c)
the pricing policy and basic price structures of the Company’s products;
45
d) the charts of accounts, basic criteria for determination of results, amortization
and depreciation of capital invested, and changes in accounting practices;
e) the corporate
manuals and standards of governance, accounting, finance,
personnel management, procurement and execution of works and services, supply
and sale of materials and equipment, operation and other corporate rules
necessary for the
guidance of the operation of the Company;
f) the rules for the assignment of use, rental or lease of fixed assets owned by the
Company;
g) the basic and supplemental structure of the Company, considering the
definitions of the Basic Plan of Organization, with their respective responsibilities,
as well
as create, transform or extinguish Operation Units, agencies, subsidiaries,
branches and offices in the country and abroad;
h) the creation and extinction of non-statutory Committees, linked to the
Executive Office or
its members, approving the corresponding rules of operation,
duties and levels of authority for action;
i) the value above which the acts, contracts or operations, although of
competence of the CEO
or the Executive Officers, shall be submitted for approval
of the Executive Office, in compliance with the level of authority defined by the
Board of Directors;
j) the annual plan of insurance of the Company;
l) conventions or collective labor agreements, as well as the proposition of
collective labor
agreements;
m) the provision of real or fiduciary guarantees, observing the pertinent legal and
contractual provisions.
III- ensuring the implementation of the Strategic Plan and the
multi-annual plans
and annual programs of expenditure and investments of the Company with the
respective projects, in compliance with the budget limits approved;
IV- deliberating on
trademarks and patents, names and insignia.
Art. 35 - The Executive Board shall meet ordinarily once a week with most of its
members, including the Chairman or his/her substitute, and, extraordinarily by
convening the
Chairman or 2/3 (two-thirds) of the Executive Directors..
§1- The Executive Office shall be advised by the Statutory Technical Committee
on Investment and Disinvestment.
§2 - The members of the Executive Board will have 7
(seven) Statutory Advisory
Technical Committees composed of the general structure of the Company, with
specific attributions of analysis and recommendation on certain matters, in
compliance with
the provisions of article 160 Corporate Law Statutory Technical
Committee for Production and Technology Development; Upstream Statutory
Technical Committee; Statutory Technical Committee for Refining and Natural
Gas; Technical
Statutory Financial and Investor Relations Committee; Statutory
Technical Committee on Corporate Affairs; Statutory Technical Committee on
Governance and Compliance; and Statutory Technical Committee of Strategy,
Organization and
Management System.
46
§3- The advice of the Statutory Technical Committees is not binding on the
Executive Office or its members, as the case may be, however, they shall be a
necessary
condition for the examination and deliberation of the matter within the
scope of their respective powers.
§4- The composition, rules of operation and duties of the Statutory Technical
Committees
shall be disciplined in Internal Rules to be approved by the Board of
Directors.
Art. 36 - It is incumbent, individually:
§ 1- To the CEO:
I- convene, preside over and coordinate the work of Executive Office meetings;
II- propose to
the Board of Directors, the nomination of Executive Officers;
III- provide information to the Board of Directors, the Minister of State to which
the company is subordinate, and the control organs of the Federal Government,
as well as the
Federal Court of Accounts and the National Congress;
IV- ensure the mobilization of resources to cope with situations of severe risk to
health, safety and the environment;
V- exercise other powers conferred by the Board of
Directors.
§2 -To the Executive Officer for Production Development & Technology:
I- ensure the development of production system projects on E&P, Refining,
Natural Gas and
Energy;
II- ensure the interests of the Company before the regulatory bodies related to
their area of operation;
III- manage and develop projects for the construction, maintenance
and
abandonment of wells, installation of subsea systems, offshore production
surface, industrial plants and onshore pipelines, among others;
IV- develop
and provide technological solutions that facilitate the strategic plan
of the Company;
V- exercise other powers conferred by the Board of Directors.
§3 -To the Executive
Officer for Exploration & Production:
I- coordinate asset optimization projects in Onshore, Shallow Water, Deep Water,
Ultra-Deep Water Fields;
II- manage exploration assets, as well as implement the unfolding of
corporate
strategy, operational planning and evaluation of the performance of operational
nature;
III- approve and manage partnerships and participations in exploration blocks;
IV- ensure the interests of the Company before the regulatory bodies related to
their area of operation;
V- manage the logistics services to support the
operations and investments of
the Company related to their area of operation;
VI - define the strategy and guidelines for decommission, maintenance of wells
and subsea systems;
VII- exercise other powers conferred by the Board of
Directors.
§4-To the Executive Officer for Refining and Natural Gas:
47
I- manage industrial, logistics and trading operations of products derived from
oil, natural gas, electricity, and nitrogenous fertilizers;
II- coordinate the implementation
of the unfolding of the corporate strategy,
definitions of portfolio, operational planning and evaluation of the performance
of operational nature;
III- approve and manage partnerships related to their area of
operation;
IV- ensure the interests of the Company before the regulatory bodies related to
their area of operation;
V- manage the offer of products derived from oil, natural gas,
electricity, and
nitrogenous fertilizers;
VI- exercise other powers conferred
by the Board of Directors.
§5- To the Executive Officer for Finance and Investor Relations:
I- provide the financial resources necessary to the operation of the Company,
conducting the
the procurement processes of loans and financing, as well as
related services;
II- move the monetary resources of the company, always in conjunction with
another Executive Officer;
III- be responsible for providing information to
the investing public, to the
Securities and Exchange Commission of Brazil - CVM and the stock exchanges or
over-the-counter markets, both national and international, as well as to the
corresponding
regulation and oversight entities, and keep the records of the
Company in these institutions up to date;
IV- account, control and report to the Executive Office the economic and financial
operations
of the Company, including its wholly-owned subsidiaries and other
controlled companies;
V- promote the financial management of the Company and monitor the financial
management of its
wholly-owned subsidiaries, controlled and affiliated
companies, and consortia;
VI- coordinate the processes of acquisition and disposal of corporate stake held
by the Company, pursuant to the provisions in the laws and regulations in force;
VII- exercise
other powers conferred by the Board of Directors.
§6 -To the Executive Officer of Corporate Affairs:
I- propose to the Executive Office the plans governing the admission, career,
succession,
benefits and disciplinary regime of Petrobras employees;
II- approve the allocation of staff to the units of the Company;
III- guide and promote the application of human resources policies and guidelines
of the
Company;
IV- propose, implement and maintain the telecommunications and informatics
systems of the Company;
V- provide the Company with shared resources and services of
infrastructure and
administrative support;
VI- coordinate the planning and
procurement process of goods and services and
of acquisition and disposal of materials and property;
48
VII- guide and promote the application of the Company’s policies, guidelines and
standards on Health, Safety and the Environment;
VIII- guide and promote the application of
the Company’s policies , guidelines and
standards on Social Responsibility;
IX- exercise other powers conferred by the Board of Directors.
§7-To the Executive
Officer for Governance and Compliance:
I- guide and promote the application of the Company’s norms, guidelines and
standards on governance and compliance;
II- coordinate the management of compliance and
internal controls necessary,
including the aspects of fraud and corruption;
III- monitor the developments relating to the reporting channel of the Company,
and ensure the reporting of violations identified and their results to the Executive
Office and the Board of Directors;
IV- exercise other powers conferred by the Board of
Directors.
§8 - To the Executive Officer of Strategy, Organization and Management System:
I- propose the bases and guidelines for the preparation of the strategic plan, as
well as the
annual programs and multi-annual plans;
II- coordinate the preparation of the strategic plan, as well as the corresponding
multi-annual plans and annual programs of expenditure and investments of the
Company with the
respective projects;
III- submit to the approval of the Executive Office the criteria of technical and
economical evaluation for investment projects and the delegation of
responsibility for their
executions and implementations;
IV- monitor and report to the Executive Office the economical and financial
performance of investment projects, according to targets and results approved
by the Executive
Office and the Board of Directors;
V- coordinate the preparation of the Basic Plan of Organization, containing,
among other things, the general structure of the Company and its general
powers, as well as
the organization model of Petrobras;
VI- ensure the execution of strategies with greater dynamism in the decisions,
defining action plans with goals and targets of costs, risks, business performance
and
investments;
VII- guide and promote the application of risk management policies pursuant to
the legislation in force;
VIII- coordinate the integrated vision of business risks,
incorporating risk
management in strategic decisions, contributing to the preparation of the
business risk matrix of all kinds, and report to the Executive Office and the Board
of
Directors the main effects of risks on the results of Petrobras;
IX- propose the establishment of a management system that:
a) modernizes management, improving the monitoring and control of the
company’s
performance with the use of internal and external benchmarks and risk
analysis to support decision-making;
b) unfolds goals and objectives up to the level of supervision;
49
c) indicates the respective responsible parties;
d) enables the timely monitoring of compliance with such targets and risks
associated thereto, with the respective mitigation plans, in an articulate manner
with the executive offices in charge;
e) establishes a consequences system aligned to its
completion, according to
meritocracy criteria.
§9 - To the CEO and each
Executive Officer, among the contact areas described in
the Basic Plan of Organization:
I- implement the strategic plan and budget approved by the Board of Directors,
using the
management system of the Company;
II- hire and dismiss employees and formalize the designations to managerial
posts and functions;
III- designate employees for missions abroad;
IV- monitor, control and report to the Executive Office on technical and
operational
activities of wholly-owned subsidiaries and companies in which
Petrobras participates or with which it is associated;
V- designate and instruct the Company’s representatives at General Meetings of
wholly-owned subsidiaries, controlled and affiliated companies, pursuant to the
guidelines set forth by the Board of Directors, as well as the applicable corporate
guidelines;
VI- manage, supervise and evaluate the performance of the activities of the units
under their direct responsibility, as defined in the Basic Plan of Organization, as
well as practice acts of management correlated to such activities, whereas they
may set value
limits for the delegation of the practice of these acts, in compliance
with the corporate rules adopted by the Executive Office;
VII- approve the rules and procedures for the performance of the activities of the
units under
their direct responsibility, as defined in the Basic Plan of
Organization.
Art. 37- The deliberations of the Executive Office shall be taken by majority vote
of the attending members and shall recorded in the specific book of minutes.
Sole paragraph.
In the event of a tie, the CEO shall have the casting vote.
Art. 38- The Executive Office shall forward to the Board of Directors copies of the
minutes of its meetings and provide the information needed to evaluate the
performance of the
Company’s activities.
Chapter V - General Meeting
Art. 39- The Ordinary
General Meeting shall be held annually within the period
established in art. 132 of the Corporate Law, in a place, date and time previously
set by the Board of Directors, to deliberate on matters within its competence,
especially:
I- rendering of the administrators’ accounts, examine, discuss and vote the
financial statements;
50
II- decide on the allocation of net profit for the year and the distribution of
dividends;
III- elect the members of the Board of Directors and Audit Committee.
Art. 40- The Extraordinary General Meeting, in addition to the cases provided for
by law,
shall be convened by a call of the Board of Directors, the latter preceded
by advice from the Minority Committee, pursuant to art. 30, §4 and 5 of these
Articles of Incorporation, when appropriate, to deliberate on matters of interest
to the Company, especially:
I- reform of the Bylaws;
II- modification in social capital;
III - evaluation of assets which the shareholder
contributes for capital increase;
IV- issuance of debentures convertible into shares or their sale when in treasury;
V- incorporation of the Company to another company, its dissolution,
transformation, demerger,
merger;
VI- participation of the Company in a group of companies;
VII- sale
of the control of the capital of wholly-owned subsidiaries of the
Company;
VIII- dismissal of members of the Board of Directors;
IX- sale of debentures
convertible into shares held the Company and issuance of
its wholly-owned subsidiaries and controlled companies;
X- cancellation of the open Company registration;
XI- selection of a specialized company,
based on the presentation by the Board of
Directors of a triple list of specialized companies, with proven experience and
independence as to the decision-making power of the Company, its
administrators and / or
controlling shareholder, and requirements and
responsibilities of §§ 1 and 6 of art. 8 of the Business Corporate Act, for the
preparation of an appraisal report of its shares for the respective economic value,
to be used
in the event of cancellation of the registration as a publicly-held
company or Level 2;
XII- waiver to the right to subscription of shares or debentures convertible into
shares of
wholly-owned subsidiaries, controlled or affiliated companies;
XIII- approval of the requirements of the Nomination Policy which are additional
to those included in the applicable legislation to members of the Board of
Directors and Audit
Committee.
§1- The deliberation on the matter referred to in item XI of this Article shall be
taken by an absolute majority of the votes of common shares in circulation, not
computing
blank votes.
§2 - In the event of a public offer made by the controlling shareholder, said
shareholder shall bear the costs of preparation of the appraisal report.
§3- In the
hypotheses of art. 30, §4 and 5, the opinion of the Minority Committee
and the manifestation of the Board of Directors, when it differs from the opinion
of the Minority Committee, shall be included in the management proposal that
will instruct the vote of the Ordinary Shareholders at the General Meeting.
51
§4- The controlling shareholder may express an opinion contrary to the advice of
the Minority Committee and may provide reasons for which it considers that such
recommendations should not be followed.
Art. 41- The General Meeting shall
set, annually, the overall or individual amount
of the remuneration of officers, as well as the limits of their profit shares,
pursuant to the norms of specific legislation, and that of the members of the
Advisory
Committees to the Board of Directors.
Art. 42 - The General Meetings shall be chaired by the CEO of the Company or a
substitute designated by the latter, whereas, in the absence of both, by 1 (one)
shareholder
chosen by the majority of votes of those present.
Chapter VI - Audit Committee
Art. 43- The permanent Audit Committee consists of up to five (5) members and
their respective alternates, elected by the Ordinary General Meeting, all resident
in the Country, subject to the requirements and impediments set forth in the
Brazilian
Corporation Law, in the Indication Policy, in the Decree Nº 8.945, dated
December 27, 2016 and in art. 21, paragraph 1, 2 and 3 of these Articles of
Incorporation, shareholders or not, of which one (1) will be elected by the holders
of the minority common shares and another by the holders of the preferred
shares, in a
separate vote.
§1- Among the members of the Audit Committee, one (1) will be appointed by the
Minister of Finance, as representative of the National Treasury.
§2- In the event of
vacancy, resignation, impediment or unjustified absence to
two (2) consecutive meetings, the member of the Audit Committee shall be
replaced, until the end of the term of office, by the respective alternate.
§3- The
members of the Audit Committee will be invested in their positions by
signing the declaration of acceptance of office in the book of minutes and
opinions of the Audit Committee, which will include: (i) the subscription to the
Instrument of
Consent of the Members of the Fiscal Council pursuant to the
provisions of the Level 2 Regulation, as well as compliance with legal
requirements applicable, and (ii) consent to the terms of the arbitration clause
dealt with in
art. 58 of these Bylaws.
§4- The procedure set forth in art. 21, §4, 5 and 7 of these Bylaws to the
nominations for members of the Audit Committee.
§5 - The members of the Audit Committee
must also declare if they meet the
independence criteria set forth in art. 18, § 5 of these Bylaws.
Art. 44- The term of office of Audit Committee members is 1 (one) year, whereas 2
(two)
consecutive reelections are permitted.
§1- The reelection of the Audit Committee member who does not participate in
any annual training provided by the Company in the last 2 (two) years is
prohibited.
52
§2- Once the maximum renewal period has expired, the return of the Audit
Committee Member to Petrobras can only occur after a period equivalent to one
(1) term of
performance.
Art. 45- The remuneration of the members of the Audit Committee, in addition to
the compulsory reimbursement of travel and stay expenses necessary for the
performance of the
function, shall be fixed by the General Meeting that elects
them, subject to the limit established in Act N. 9.292 of July 12, 1996.
Art. 46 - It competes to the Audit Committee, without prejudice to other powers
which are
conferred on it by virtue of legal provision or by determination of the
General Meeting:
I- inspect, by any of its members, the acts of officers and verify the fulfillment of
their
legal and statutory duties;
II- opine on the annual report of management, ensuring the inclusion in its
opinion of the additional information it deems necessary or useful to the
deliberation of the
General Meeting;
III- opine on the proposals of officers, to be submitted to the General
Management, concerning the modification of the social capital, issuance of
debentures or
subscription bonus, investment plans or capital budgets,
distribution of dividends, transformation, incorporation, merger or division of the
Company;
IV- denounce, by any of its members, to the management bodies and, if such
bodies do not take the necessary measures to protect the interests of the
Company, to the General Meeting, the errors, frauds or crimes that they discover,
and suggest actions useful to the Company;
V- to call the Ordinary General Meeting if the
directors delay the call for more
than one (1) month, and the Extraordinary Meeting whenever there are serious or
urgent reasons, including in the agenda of the meetings the matters they deem
necessary;
VI - analyze, at least on a quarterly basis, the balance sheet and other financial
statements prepared periodically by the Executive Office;
VII- examine the financial
statements of the fiscal period and opine on them;
VIII- exercise these attributions during liquidation.
Sole paragraph. The members of the Audit Committee shall participate,
compulsorily, in the
meetings of the Board of Directors which evaluate the
matters referred to in items II, III and VII of this article.
Chapter VII - Company Employees
Art. 47- The employees of Petrobras are subject to labor
legislation and the
internal rules of the Company, in compliance to the legal standards applicable to
employees of mixed-capital companies.
53
Art. 48- The admission of employees by Petrobras and its wholly-owned
subsidiaries and controlled companies shall obey a public selection process, in
accordance
with the terms approved by the Executive Office.
Art. 49- The functions of the Senior Administration and the responsibilities of the
respective holders shall be defined in the Basic Organizational Plan of the
Company.
§1- The positions referred to in the caput of this article, linked to the Board of
Directors, may exceptionally, and at the discretion of the Board of Directors, be
attributed
to technicians or specialists who are not part of the Company’s
permanent staff, by means of positions in commission of free provision.
§2- The functions referred to in the caput of this article, linked to the Executive
Board
or its members, may, on a proposal and justification of the Board of
Executive Officers and approval of the Board of Directors, exceptionally be
assigned to technicians or specialists who are not part of the Board of Directors.
Company’s permanent staff, by means of positions in commission of free
provision.
§3- The managerial functions that are part of the
organizational framework of the
Company, in the other levels, shall have the responsibilities of holders as defined
in the rules of the respective bodies.
Art. 50- Notwithstanding the requisitions provided by
law, the transfer of
employees of Petrobras and its wholly-owned subsidiaries or controlled
companies shall depend on the approval, in each case, of the Executive Office and
shall be
made whenever possible, through the reimbursement of the
corresponding costs.
Art. 51- The Company shall allocate a portion of the yearly results to be
distributed among its employees, pursuant to the criteria approved by the Board
of Directors, in compliance with the legislation in force.
Chapter VIII -
General Provisions
Art. 52- The activities of Petrobras shall obey the Basic Plan of Organization,
approved by the Board of Directors, which shall contain, among others, the
organization model
and define the nature and responsibilities of each unit of the
general structure and the subordination relations necessary to the operation of
Petrobras, pursuant to these Bylaws.
Art. 53 - The fiscal year shall coincide with the
calendar year, ending on December
31 of each year, when the balance sheet and other financial statements shall be
prepared and shall meet the applicable legal provisions.
§1 - Subject to legal provisions
The Company shall prepare quarterly balance
sheets, making interim dividend ofpayments based on earnings or interest on own
capital verified in such balance sheets, by resolution of the Board of Directors,
subject to
legal provisions.
54
§2 - The Board of Directors may approve the payment of intermediate dividends
to the profit reserve account existing in the last balance sheet approved at the
General
Meeting.
§3 - Intermediate and interim dividends and interest on equity shall be allocated
to the minimum mandatory dividend.
Art. 54- On the funds transferred by the Federal Government
or deposited by
minority shareholders, for the purpose of increasing the capital of the Company,
financial charges equivalent to the SELIC rate from the day of transfer to the date
of
capitalization shall apply.
Art. 55- Petrobras will shall allocate, from the net profit assessed on its annual
Balance Sheet, the share of 0.5% (five tenths percent) of paid-in capital, for the
constitution of a special reserve intended to the costing of research and
technological development programs of the Company.
Sole paragraph. The
accrued balance of the reserve provided for in this article
shall not exceed 5% (five percent) of paid-in capital.
Art. 56- Once the distribution of the minimum dividend referred to in art. 8 of
these Bylaws
is decided, the General Meeting, in compliance with the terms of
corporate legislation and specific federal norms, may assign specific percentages
or gratuity to the members of the Executive Office of the Company, as variable
remuneration.
Art. 57- The Executive Board may authorize the practice of reasonable gratuitous
acts for the benefit of employees or the community in which the company
participates,
including the donation of non-existent goods, in view of their social
responsibilities, as provided in § 4 of art. 154 of the Corporate Law.
Art. 58 - The Company, shareholders, administrators and members of the Fiscal
Council
undertake to resolve, through arbitration, before the Market Arbitration
Chamber, any dispute or controversies that may arise among them, related to or
arising, in particular, from the application, validity, effectiveness, interpretation,
violation and effects of the provisions contained in the Brazilian Corporation Law,
Law 13303, of June 30, 2016, in the Company’s Bylaws, in the rules issued by the
National
Monetary Council, Banco Central do Brasil and the Securities and
Exchange Commission, as well as in other rules applicable to the operation of the
general stock market, in addition to those contained in the Level 2 Regulation,
Arbitration
Regulation, Participation Agreement and Level 2 Sanctions
Regulation.
Sole
Paragraph. The provisions of the main section do not apply to disputes or
controversies relating to Petrobras’ activities based on article 1 of law No. 9,478,
of August 6, 1997, and subject to the provisions of these Bylaws with respect to
the public interest, which justified the creation of the company, as well as to
disputes or
controversies involving unavailable rights.
Art. 59- Contracts entered into by Petrobras for the acquisition of goods and
services shall be preceded by a bidding procedure, in accordance with the
applicable
legislation
55
Art. 60- To compose its proposals to participate in bids prior to the concessions
dealt with in Act 9,478 of August 6th, 1997, Petrobras may sign pre-contracts, by
issuing
letters of invitation, assuring prices and commitments for the supply of
goods and services.
Sole paragraph. The pre-contracts shall contain a resolution clause in its own
right, to be
exercised without penalty or indemnity of any kind in the event
another bidder is declared the winner, and shall be later submitted to the
appreciation of external control and monitoring bodies.
Art. 61- The sale of the shareholding
control of Petrobras, either through a single
operation or through successive operations, may only be contracted under the
condition, suspensive or resolving, that the acquirer undertakes, observing the
conditions and
the terms established in current legislation and in the Level 2
Regulation, make a public offer for the acquisition of the shares of the other
shareholders, to assure them equal treatment to that given to the selling
controlling
shareholder.
§1- The public offering, provided for in the caput of this article, shall also be
carried out when there is (i) onerous assignment of subscription rights for shares
and other
securities or rights related to securities convertible into shares,
resulting in the sale of the control of the Company; or (ii) in case of sale of control
of a company that holds control of Petrobras, in which case the selling controlling
shareholder will be obliged to declare to B3 the amount attributed to Petrobras in
said sale
and attach documentation proving that value.
§2- Any person who acquires control by virtue of a private share purchase
agreement entered into with the controlling shareholder, involving any number of
shares, shall
be bound to: (i) execute the public offering referred to in the caput of
this article, and (ii) to pay, in the following terms, an amount equal to the
difference between the price of the public offering and the amount paid per
share, months
prior to the date of acquisition of control, duly updated up to the
date of payment. The said amount shall be distributed among all persons who
sold Petrobras shares at the trading sessions in which the buyer made the
acquisitions, in
proportion to the daily net selling balance of each one, and B3 is
responsible for operating the distribution, in compliance with its regulations.
§3 - The selling controlling shareholder will only transfer ownership of its shares if
the buyer subscribes the Instrument of Consent of the Controlling Shareholders.
The Company will only register the transfer of shares to the buyer, or to those
who come to hold the power of control, if they subscribe to the Instrument of
Consent of the Controllers referred to in Level 2 Regulation.
§4-
Petrobras will only register a shareholder’s agreement that provides for the
exercise of control power if its signatories subscribe the Instrument of Consent
of
the Controllers.
Art. 62 - In the event of cancellation of Petrobras’
public company registration
and consequent egress from Level 2, a minimum price must be offered to the
shares, corresponding to the economic value determined by a specialized
56
company chosen by the General Meeting, pursuant to the Business Corporation
Act, and as provided in art. 40, item XI of these Bylaws.
Sole paragraph. The costs of hiring
a specialized company covered by this article
will be borne by the controlling shareholder.
Art. 63- In case the Company’s egress from Level 2 is deliberated so that the
securities
issued by it will be admitted to trading outside Level 2, or by virtue of a
corporate reorganization operation, in which the company resulting from such
reorganization does not has its securities admitted to trading on Level 2 within a
period of 120 (one hundred and twenty) days from the date of the general
meeting that approved
said transaction, the controlling shareholder shall make a
public offer for the acquisition of the shares belonging to the other shareholders
of the Company, at least, by the respective economic value, to be determined in
an appraisal
report prepared pursuant to art. 40, item XI of these Bylaws,
respecting the applicable legal and regulatory rules.
§1- The controlling shareholder will be exempt from proceeding to the public
offer for
acquisition of shares referred to in this article if the Company egresses
Level 2 of Corporate Governance due to the conclusion of the agreement of the
Company’s participation in the special segment of B3 denominated New Market
(“New
Market”) or if the company resulting from a corporate reorganization
obtains authorization to trade securities on the New Market within a period of 120
(one hundred and twenty) days from the date of the general meeting that
approved said transaction.
§2 - Shareholders holding more than 50%
(fifty percent) of the outstanding
common shares must accept the public offering mentioned in the main section of
this article or expressly agree with the segment withdraw without making shares
sale.
§3 - For the purposes of §2 of this article, outstanding shares are only those
whose holders expressly agree to exit Level 2 or qualify for the OPA auction, in
accordance
with the regulations issued by CVM applicable to open company public
offering of shares aiming to cancel registration.
Art. 64- In the event that there is no controlling shareholder, in case the
Company’s
egress from Level 2 of Corporate Governance is deliberated so that
the securities issued by it will be admitted to trading outside Level 2 of Corporate
Governance, or by virtue of a reorganization operation in which the company
resulting from
such reorganization does not have its securities admitted to
trading on Level 2 of Corporate Governance or New Market within a period of 120
(one hundred and twenty) days as of the date of the general meeting that
approved said
transaction, the egress will be conditional on the realization of a
public offering for the acquisition of shares under the same conditions set forth in
art. 63 of these Articles of Incorporation.
§1- The said general meeting
shall define the person (s) responsible for
conducting the public tender offer, the person(s) present at the meeting shall
expressly assume the obligation to perform the offer.
57
§2- In the absence of a definition of those responsible for conducting the public
offering for the acquisition of shares, in the event of a corporate reorganization
operation,
in which the company resulting from such reorganization does not
have its securities admitted for trading in Level 2 of Corporate Governance, voted
in favor of the corporate reorganization to make such offer.
Art. 65- The egress of Petrobras
from Level 2 of Corporate Governance due to
noncompliance with the obligations contained in the Level 2 Regulation is
conditioned to the effectiveness of a public offering for the acquisition of shares,
at least
by the Economic Value of the shares, to be determined in an appraisal
report dealt with in art. 40, item XI of these Bylaws, respecting the applicable legal
and regulatory rules.
§1- The controlling shareholder shall carry out
the public offering for acquisition
of shares provided for in the caput of this article.
§2- If there is no controlling shareholder and egress from Level 2 of Corporate
Governance referred to in the caput results of a resolution of the general
meeting, the shareholders who voted in favor of the resolution that implied the
respective noncompliance shall carry out the tender offer in the caput.
§3- If there is no controlling shareholder and the egress of Level 2 of Corporate
Governance referred to in the caput occurs due to an act or fact of management,
the
Company’s Managers shall call a general meeting of shareholders whose
agenda will be the resolution on how to remedy noncompliance with the
obligations contained in the Level 2 Regulation or, if applicable, resolve on the
Company’s egress from Level 2 of Corporate Governance.
§4- If the
general meeting referred to in §3 above decides for the Company’s
egress from Level 2 of Corporate Governance, said general meeting shall define
the person(s) responsible for conducting the public tender offer provided for in
the caput, who, present at the meeting, must expressly assume the obligation to
make the
offer.
58
ANNEX II
Table comparing the proposed amendments
to the Bylaws
Comparative table
Previous version Proposed
version Rationale:
Art.30- (...)
§1º - The Board of Directors shall
have 6
(six) advisory committees with specific
powers of analysis and
recommendation on
certain matters, linked directly to the
Board: Strategic
Committee; Finance
Committee; Audit Committee; Health
Committee, Safety and
Environment
Committee; Nominating, Compensation and
Succession Committee; and
Minority
Shareholders Committee..
(...)
Art.30- (...)
§1º- The Board of Directors shall have 7 6
(seven six) advisory committees with specific
powers of analysis and recommendation on
certain matters, linked directly to the Board:
Strategic Committee; Finance
Committee; Audit
Committee; Petrobras Conglomerate Audit
Committee; Health
Committee, Safety and
Environment Committee; Nominating,
Compensation and
Succession Committee; and
Minority Shareholders Committee..
(...)
Adaptation to include the CAE
Conglomerate, in compliance with art.
24 of Law 13303/16 and to arts. 38 and
14 of Decree No. 8.945 / 16.
Art. 53 – (...)
§1º- Subject to legal provisions The
Company shall prepare quarterly balance
sheets, making interim dividend
ofpayments based on earnings or interest
on own capital verified in such balance
sheets, by resolution of the Board of
Directors, subject to legal provisions.
Art. 53 – (...)
§1º- Subject to legal provisions The Company
shall prepare quarterly balance sheets, making
interim dividend ofpayments based on earnings
or interest on own capital verified in such
balance sheets, by resolution of
the Board of
Directors, subject to legal provisions.
Mere wording adjustment
60
EXTRAORDINARY GENERAL MEETING
PRESENTATION TO
SHAREHOLDERS
ITEM III
RESTATEMENT OF THE BYLAWS TO REFLECT THE AMENDMENTS
APPROVED
If the Extraordinary General Meeting approves the amendments proposed in item II of the
agenda, it is also submitted to the same Meeting the approval of the restatement of the Bylaws
to reflect to amendments approved.
Attached: copy of the Bylaws incorporation
amendments proposed in item II of the Notice.
Rio de Janeiro, September 3rd 2018.
Ivan de Souza Monteiro
CEO
61
Bylaws
(Updated in General Shareholders’
Meeting held on 10/04/2018)
62
BYLAWS OF PETRÓLEO BRASILEIRO S.A. – PETROBRAS
Chapter I – Nature, Headquarters and Purpose of the Company
Art. 1º –
Petróleo Brasileiro S.A. – Petrobras, hereinafter referred to as
“Petrobras” or “Company”, is a mixed capital company, under control
of the
Federal Government, for an indefinite term, which shall be governed by the rules
of private law - in general - and specifically, by the Corporation Law (Law 6,404 of
December
15, 1976), by Law Nº 13.303, of June 30, 2016, by Decree Nº 8.945, of
December 27, 2016, and by this Bylaws.
§1 – Federal Government control shall be exercised through the ownership and
possession of at least 50% (fifty per cent) plus 1 (one) share, of the voting capital
of the Company.
§2 – Upon the adherence of Petrobras to B3’s Level 2 Corporate
Governance
special listing segment, the Company, its shareholders, officers and Board of
Auditors members became subject to the provisions of Corporate Governance
Level 2 Listing
Regulation of Brasil Bolsa Balcão - B3 (Level 2 Regulation).
§3 – The provisions of Level 2 Regulation shall prevail over the statutory
provisions in such event of loss of rights affecting the beneficiaries of such public
offerings included in this Bylaws, except for the provisions of articles 30, §§4 and
5, 40, §§3 and 4, and 58, sole paragraph of this Bylaws.
Art. 2 – Petrobras is
based in and subject to the jurisdiction of the city of Rio de
Janeiro, State of Rio de Janeiro, whereas it may establish subsidiaries, agencies,
branches and offices both in Brazil and abroad.
Art. 3 – The purpose of the Company is
the research, extraction, refining,
processing, trading, and transport of oil from wells, shale or other rocks, its
products, natural gas, and other hydrocarbon fluids, in addition to energy-related
activities,
whereas it may promote the research, development, production,
transport, distribution, and trading of all forms of energy and any other related
activities or the like.
§ 1- The economic activities linked to its business purpose shall
be developed by
the Company as free competition with other companies according to market
conditions, in compliance with the other principles and guidelines of Law no.
9,478, of August
6, 1997 and Law no. 10,438, of April 26, 2002.
§ 2- Petrobras, either directly or through its whole-owned subsidiaries and
controlled companies, whether or not associated to a third party, may exercise
any of the
activities under its business purpose in the Country or outside the
national territory.
§3- Petrobras may have its activities, provided in compliance with its corporate
purpose,
guided by the Federal Government to contribute to the public interest
that justified its creation, aiming at meeting the objective of the national energy
policy as set forth in article 1, section V, of Law Nº 9,478 of August 6, 1997.
63
§4- In exercising the attribution referred to in paragraph 3 above, the Federal
Government may only guide the Company to assume obligations or
responsibilities, including the
implementation of investment projects and the
assumption of specific operating costs/results, such as those relating to the sale
of fuels, as well as any other related activities, under conditions different from
those of
any other private sector company operating in the same market, when:
I – stipulated by a law or regulation, as well as provided for under a contract,
covenant, or adjustment agreed upon with a public entity that is competent to
establish such obligation, abiding by the broad publicity of such instruments; and
II – the cost and revenues thereof have been broken down and disseminated in a
transparent manner, including in the accounting plan.
§5- In the event
of paragraphs 3 and 4 above, the Financial Committee and the
Minority Committee, exercising their advisory role to the Board of Directors, shall
evaluate and measure, based on such technical-economic evaluation criteria for
investment
projects and for specific operating costs/results practiced by the
Company’s management, if such obligations and liabilities to be assumed are
different from those of any other private sector company operating in the same
market.
§6- When directed by the Federal Government to contribute to the public
interest, the Company shall only assume such obligations or responsibilities:
I – that abide by such market conditions stipulated in §5 above; or
II – that comply with the provisions of sections I and II of paragraph 4 above,
abiding by such criteria set forth in §5 above, and in this case, the Federal
Government
shall previously compensate the Company for the difference
between such market conditions defined in §5 above and the operating result or
economic return of the assumed obligation.
§7- The exercise of such attribution referred
to in paragraph 3 above shall be the
subject of the annual chart subscribed by the members of the Board of Directors,
as referred to in article 13, section I, of Decree nº 8.945, of December 27, 2016.
Chapter II – Capital, Shares and Shareholders
Art. 4 - Share Capital is
R$ 205,431,960,490.52 (two hundred five billion, four
hundred thirty-one million, nine hundred sixty thousand, four hundred ninety
reais and fifty-two cents), divided into 13,044,496,930 (thirteen billion, forty-four
million,
four hundred ninety-six thousand, nine hundred thirty) shares without
nominal value, 7,442,454,142 (seven billion, four hundred forty-two million, four
hundred fifty-four thousand, one hundred forty-two) of which are common
shares and
5,602,042,788 (five billion, six hundred two million, forty-two
thousand, seven hundred eighty-eight) of which are preferred shares.
§1- Capital increases through the issuance of shares shall be submitted in
advance to the
decision of the General Meeting.
64
§2- The Company, by resolution of the Board of Directors, may acquire its own
shares to be held as treasury stock, for cancellation or subsequent sale, up to the
amount of
the balance of profit and reserves available, except for the legal
balance, without reduction of capital stock, pursuant to the legislation in force.
§3- Capital stock may be increased with the issuance of preferred shares, without
maintaining the ratio to common shares, in compliance with the legal limit of twothirds
of the capital stock and the preemptive right of all shareholders.
§4- The controlling
shareholder shall implement such measures designed to keep
outstanding a minimum of 25% (twenty five percent) of the shares issued by the
Company.
Art. 5 - Company shares shall be common shares, with the right to vote, and
preferred shares, the latter always without the right to vote.
§1 -
Preferred shares shall be non-convertible into common shares and vice versa.
§2 - Preferred shares shall have priority in the event of repayment of capital
and
the receipt of dividends, of at least 5% (five per cent) as calculated on the part of
the capital represented by this kind of shares, or 3% (three percent) of the net
equity value
of the share, whichever the greater, participating on equal terms with
common shares in capital increases arising from the capitalization of reserves and
profits.
§3 - Preferred shares shall non-cumulatively participate in
equal conditions with
common shares in the distribution of dividends, when in excess to the minimum
percentage they are afforded under the preceding paragraph.
§4 - Preferred shares shall
be entitled to be included in a public offering for the
sale of equity shares as a result of the sale of Company control at the same price
and under the same conditions offered to the selling controlling shareholder.
Art. 6 - The
payment of shares shall conform to the standards established by the
General Assembly. In the event of late payment of the shareholder, and
irrespective of challenges, the Company may promote the execution or determine
the sale of
shares, on account and risk of said shareholder.
Art. 7 - All Company shares shall be book-entry shares, and shall be maintained in
the name of their holders, in a deposit account at a financial institution
authorized by the
Securities and Exchange Commission of Brazil - CVM, without
issue of certificate.
Art. 8 - Shareholders shall be entitled at each financial year to dividends and/or
interest on
own capital, which may not be lower than 25% (twenty-five per cent) of
adjusted net income, pursuant to the Brazilian Corporate Act, prorated by the
shares to which the capital of the Company is to be divided.
Art. 9 - Unless the General
Meeting decides otherwise, the Company shall make
the payment of dividends and interest on own capital due to the shareholders
within 60 (sixty) days from the date on which they are declared, and in any event
within the
corresponding accounting period, observing the relevant legal
standards.
65
Sole paragraph. The Company may, by resolution of its Board of Directors,
advance values to its shareholders as dividends or interest on own capital,
whereas such
advances shall be adjusted at the SELIC rate from the date of actual
payment to the end of the respective fiscal period, pursuant to art. 204 of the
Corporate Law.
Art. 10- Dividends not claimed by shareholders within 3 (three) years from the
date on which they have been made available to shareholders shall expire in favor
of the Company.
Art. 11- The values of dividends and interest as payment on own capital due to
the National Treasury and other shareholders shall be subject to financial charges
equivalent to the SELIC rate from the end of the fiscal period until the actual day
of
payment, notwithstanding the applicability of default interest when such
payment does not occur on the date fixed by the General Assembly.
Art. 12- In addition to the Federal Government, as controlling shareholder of the
Company,
shareholders may be individuals or legal entities, both Brazilian or
foreign, whether or not resident in the country.
Art. 13- Shareholders may be represented at General Meetings in the manner
provided for in
art. 126 of the Corporate Law, showing, in the act, or depositing, in
advance, the receipt issued by the depositary financial institution, along with the
document of identification or power of attorney with special powers.
§1-
The representation of the Federal Government at General Meetings of the
Company shall occur in accordance with the specific federal legislation.
§2- At the General Shareholders Meeting which decides on the election of Board
of
Directors members, the right to vote of preferred shareholders is subject to the
satisfaction of the condition defined in § 6 of the art. 141 of the Corporate
Law, of
proven uninterrupted ownership of equity during the period of 3 (three) months,
at least, immediately prior to the staging of the Meeting.
Chapter III – Wholly-Owned
Subsidiaries, Controlled Companies, and Affiliates
Art. 14- For the strict fulfillment of activities linked to its purpose, Petrobras may,
pursuant to the authorization conferred by Law no. 9,478, of August 6, 1997,
constitute, and,
pursuant to the legislation in force, extinguish wholly-owned
subsidiaries, companies whose business purpose is to participate in other
companies, pursuant to art. 8, § 2 of Decree no. 8,945, of December 27, 2016, as
well as
join other companies, either as majority or minority shareholder.
Art. 15- In observance of the provisions of Law no. 9,478, of August 6, 1997,
Petrobras and its wholly-owned subsidiaries, controlled companies, and affiliates
may acquire
shares or quotas in other companies, participate in special-purpose
companies, as well as join Brazilian and foreign companies, and form with them
consortia, whether or not as the leading company, aiming to expand activities,
gather
technologies and expand investments applied to activities linked to its
purpose.
66
Art. 16- The rules of governance of Petrobras, as well as common corporate rules
set by Petrobras, by means of guidance of technical, administrative, accounting,
financial and
legal nature, fully apply to all of its wholly-owned subsidiaries and
controlled societies, and to the extent possible, affiliated companies, pursuant to
the deliberations of the management bodies of each company and the strategic
plan approved by the Board of Directors of Petrobras.
Sole paragraph. Any
appointments to an officer position or Board of Auditors
member that are incumbent on the Company in its subsidiaries, controlled and
affiliated companies, even if such appointment results of a nomination by the
Federal
Government under the current legislation, shall fully comply with such
requirements and prohibitions imposed by the Corporation Law, as well as those
provided for in arts.21, §§1, 2 and 3 and 43 and paragraphs thereof of these
Bylaws,
Law 13.303 of June 30, 2016, and Decree Nº 8.945 of December 27, 2016.
Chapter IV - Company Administration
Section I - Board Members and Executive Officers
Art. 17 – Petrobras shall be run by a
Board of Directors, with deliberative
functions, and an Executive Office .
Art.18 – The Board of Directors shall be composed of at least 7 (seven) and at
most 11 (eleven) members, whereas the General Shareholders Meeting shall
appoint among them
the Chair of the Board, all of whom with a unified term of
office that may not be greater than 2 (two) years, whereas reelection is permitted.
§1– Once the unified management term of its members is respected, the
composition of
the Board of Directors shall be alternated in order to allow
constant renewal of the body, without compromising history and experience
regarding the Company’s business, subject to the following rules:
I – The
Company’s president, as well as members elected by the minority
shareholders, the preferred shareholders and the employees shall not participate
in the rotation;
II – 20% (twenty percent) of the remaining board members shall be
renewed every
4 (four) years. If this results in a fractional number of members, it will be rounded
to the next higher integer.
§2 – In the case of vacancy in the post of CEO of the
Board, the substitute shall be
elected at the first ordinary meeting of the Board of Directors until the next
General Assembly.
§3 – The member of the Board of Directors appointed in the manner
of the
caption of this article may be re-elected at most 3 (three) consecutive times.
§4 – In the case of a member of the Board of Directors elected by the employees,
the
limit for reelection shall comply with current laws and regulations.
§5 – The Board of Directors shall be formed by at least 40% (forty percent)
independent members, considered therein the member elected by employees,
67
whereas the independence criteria shall comply pursuant to article 22, §1, of Law
13.303 of June 30, 2016 of article. 36, §1 of Decree Nº 8.945, of December 27,
2016,
of the Rules of Procedure of the B3’s State Companies Governance
Highlight Program and of Level 2’s Regulation, abiding by the more stringent
criterion in case of divergence between the rules.
§6 – The members of the Board of
Directors to be nominated by the Federal
government to meet the minimum number of independents set forth in §5 of this
article will be selected in a triple list drawn up by a specialized company with
proven
experience, not being allowed to interfere in the indication of this list,
which will be the sole responsibility of the specialized company.
§7 – Such functions as Chairman of the Board of Directors and chief executive
shall
not be held by the same individual.
§8– The qualification as Independent Board Member shall be expressly declared in
the minutes of the general meeting that elects them.
§9– When, as a result of
compliance with the percentage referred to in subsection
§5 of this article, fractional number of members results, rounding to the next
higher integer.
§10– The reelection of the Board of Directors member who does not
participate in
any annual training provided by the Company in the last 2 (two) years is
prohibited.
§11– Once the upper period of reelection is reached, the return of the
Board of
Directors member to the Company may only occur after the expiry of a period
equivalent to 1 (one) term of office.
Art. 19- In the process of electing members of the Board
of Directors by the
General Shareholders Meeting, the following rules shall be followed:
I- Minority shareholders are entitled to elect 1 (one) Board member, if a greater
number does
not correspond to them through the multiple vote process;
II- Preferred shares who collectively represent at least 10% (ten percent) of the
capital stock, excluding the controlling shareholder, are entitled to elect and
dismiss 1
(one) member of the Board of Directors, in a separate voting from the
General Meeting.
III- Whenever, cumulatively, the election of the Board of Directors occurs by
multiple voting
system, and common or preferred shareholders exercise the right
to elect Board members, the Federal Government shall be ensured the right to
elect Board members in equal number to those elected by the remaining
shareholders and by
employees, plus 1 (one), irrespective of the number of Board
members set out in art. 18 of this Statute;
IV- Employees shall be entitled to nominate one (1) member of the Board of
Directors in a
separate vote, by direct vote of their peers, according to paragraph
1 of art. 2 of Law Nº 12.353 of December
V- Subject to the provisions of applicable law, the Ministry of Planning,
Development and
Management is guaranteed the right to nominate one member
of the Board of Directors.
68
Art. 20- The Executive Office shall be composed of 1 (one) President, chosen by
the Board of Directors from among its members, and seven (7) Executive Officers,
elected by
the Board of Directors, among Brazilians resident in the country, with
unified term of office which may be no greater than 2 (two) years, whereas at
most 3 (three) consecutive reelections allowed, and may be removed at any time.
§1 - The
Board of Directors shall observe, in the selection and election of
Executive Office members, their professional capacity, notorious knowledge and
expertise in their respective areas of contact in which such officers shall act, in
compliance
to the Basic Plan of Organization.
§2 - Executive Office members shall exercise their posts in a regime of full time
and exclusive dedication to the service of Petrobras, nevertheless, it is permitted,
after
justification and approval by the Board of Directors, the concomitant
exercise of officer posts at wholly-owned subsidiaries, controlled companies or
affiliates of the Company and, exceptionally, at the Board of Directors of other
companies.
§3 - Executive Office members, in addition to the requirements of Board of
Directors members, pursuant to art. 21 below, shall meet the requirement of 10
(ten) years of experience in leadership, preferably, in the business or in a related
area, as specified in the Nomination Policy of the Company.
§4 - The reelection of the
Executive Office member who does not participate in
any annual training provided by the Company in the last 2 (two) years is
prohibited.
§5 - Once the upper period of reelection is reached, the return of the
Executive
Officer to the Petrobras may only occur after the expiry of a period equivalent to
1 (one) term of office.
Art. 21- The investiture in any administration position in the Company
shall abide
by such conditions set forth by article 147 and complemented by those provided
for in article 162 of the Corporate Law, as well as those set forth in the
Nomination Policy,
Law 13.303 of June 30, 2016 and Decree Nº 8.945 of December
27, 2016.
§1- For purposes of compliance with legal requirements and prohibitions, the
Company shall furthermore consider the following conditions for the
characterization of
irreproachable reputation of the nominee to the post of
administration, which shall be detailed in the Nomination Policy:
I- not be the defendant in legal or administrative proceedings with an unfavorable
ruling to
the nominee by appellate courts, observing the activity to be performed;
II- not have commercial or financial pending issues which have been the object of
protest or inclusion in official registers of defaulters, whereas clarification to the
Company on such facts is possible;
III – demonstrate the diligence adopted in the
resolution of notes indicated in
reports of internal or external control bodies in processes and/or activities under
their management, when applicable;
69
IV- not have serious fault related to breach of the Code of Ethics, Code of
Conduct, Manual of the Petrobras Program for Corruption Prevention or other
internal rules,
when applicable;
V- not have been included in the system of disciplinary consequence in the
context of any subsidiary, controlled or affiliated company of Petrobras, nor have
been
subject to labor or administrative penalty in another legal entity of public or
private law in the last 3 (three) years as a result of internal investigation, when
applicable.
§2- The nominee to the office post shall not have any form
of conflict of interest
with the Company.
§3- The nominee shall not
accumulate more than 2 (two) paid positions on boards
of directors or audit committees in the Company or any subsidiary, controlled or
affiliated company of Petrobras.
§4- The legal and integrity requirements shall be
analyzed by the Committee on
Nomination, Remuneration and Succession, within 8 (eight) business days from
the delivery of information by the candidate or the party who nominates such
candidate,
whereas such a term may be extended by a further 8 (eight) days at the
request of the Committee. In the event of an objectively proven reason, the
period of analysis may be suspended by a formal act of the Committee.
§5- The investiture
in officer posts of persons with ascendants, descendants or
collateral relatives in positions on the Board of Directors, the Executive Office or
the Audit Committee of the Company shall be prohibited.
§6- The investiture of
employees’ representatives on the Board of Directors shall
be subject to such requirements and impediments set forth in the Brazilian
Corporate Law, Law Nº 13.303, dated June 30, 2016, in Decree Nº 8.945, dated
December 27, 2016, in the Nomination Policy and in paragraphs 1 and 2 of this
article.
§7- The Committee on Nomination, Remuneration and Succession
may request
from the nominee to the post to attend an interview for clarification on the
requirements of this article, whereas the acceptance of the invitation shall obey
the will of
the nominee.
Art. 22- The members of the Board of Directors and Executive Office shall be
invested in their positions upon signing the statements of inauguration in the
book of minutes
of the Board of Directors and the Executive Office, respectively.
§1 - The term of investiture shall include, under penalty of nullity: (i) the
indication of at least 1 (one) domicile in which the administrator will receive
summons and
subpoenas in administrative and judicial proceedings related to
such acts during his/her term in office, which shall be considered fulfilled by
delivery at such indicated address, which can only be changed by means of written
communication to the Company; (ii) adherence to the Instrument of Agreement of
the Administrators pursuant to the provisions of Level 2’s Regulation, as well as
compliance with applicable legal requirements, and (iii) consent to the terms of
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the arbitration clause dealt with in article 58 of these Bylaws and other terms
established by law and by the Company.
§2- the inauguration of a board member resident or
domiciled abroad shall be
subject to the engagement of a representative resident in the country, with
powers to receive summons in lawsuits against said member that are filed based
on corporate
law, upon a power of attorney with a period of validity to extend for
at least 3 (three) years after the expiration of the term of office of said member.
§3- Prior to inauguration, and upon departure of office, the members of the Board
of Directors and the Executive Office shall submit a statement of assets, which
will be filed
with the Company.
Art. 23- The members of the Board of Directors and of the Executive Office shall
be accountable, pursuant to article 158, of the Corporate Law severally and
jointly, for such
acts they perform and for such losses resulting therefrom for the
Company, and they shall not be allowed to participate in such decisions on
operations involving companies in which they hold interest of more than 10% (ten
percent ), or
have held administration positions in a period immediately prior to
the investiture in the Company.
§1- The Company shall ensure the defense in legal and administrative
proceedings to its
administrators, both present and past, in addition to maintain
permanent insurance contract in favor of such administrators, to protect them of
liabilities for acts arising from the exercise of the office or function, covering the
entire
period of exercise of their respective terms of office.
§2- The guarantee referred to in the previous paragraph extends to the members
of the Audit Committee, as well as to all employees and agents who legally act by
delegation
of administrators of the Company.
Art. 24- The member who fails to participate in 3 (three) consecutive ordinary
meetings, without good reason or leave granted by the Board of Directors, shall
lose office.
Art. 25- In case of vacancy of the position of Board Member, the substitute shall
be appointed by the remaining Members and shall serve until the first General
Meeting, as
provided for in article 150 of the Corporate Law.
§1- The member of the Board of Directors or Executive Office who is elected in
replacement, shall complete the term of office of the replaced member and, at the
end of the
term of office, shall remain in office until the investiture of the
successor.
§2- If the board member who represents the employees does not complete the
term of office, the following shall be observed:
I- the second most voted
candidate shall take office, if more than half the term of
office has not elapsed;
II- new elections shall be called, if more than half the term of office has elapsed.
§3-
In the event referred to in § 2 above, the substitute member shall complete
the term of office of the replaced member.
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Art. 26- The Company shall be represented both in and out of courts, individually,
by its CEO or by at least 2 (two) Executive Officers together, whereas it may
appoint
attorneys or representatives.
Art. 27- The CEO and Executive Directors may not be absent from office, annually,
for more than 30 (thirty) days, whether or not consecutive, without leave of
absence or
authorization of the Board of Directors.
§1- The CEO and Executive Directors shall be entitled, annually, to 30 (thirty) days
of paid license upon prior authorization of the Board of Executive Directors,
whereas the
payment in double of the remuneration for the license not enjoyed in
the previous year shall be prohibited.
§2- The CEO shall appoint, from among the Executive Officers, his possible
substitute.
§3- In case of vacancy of the position of CEO, the Chairman of the Board of
Directors shall appoint the substitute from among the other members of the
Executive Office
until the election of the new CEO in compliance with art 20 of
these Bylaws.
§4- In case of absence or impediment of an Executive Officer, such an officer’s
duties shall be assumed by a substitute chosen by the said officer, among the
other members of
the Executive Office or one of their direct subordinates, the
latter for up to a maximum period of 30 (thirty) days.
§5- In case the indication is made to a subordinate, subject to approval of the
CEO, said
substitute shall participate in all the routine activities of an Executive
Officer, including the presence at meetings of Officers, to inform matter in the
the contact area of the respective Executive Officer, without, however, exercising
the right to vote.
Art. 28- After the end of the term in office, the former members of the
Executive
Office, the Board of Directors and the Board of Auditors shall be impeded over a
period of 6 (six) months counted from the end of their term in office, if a longer
term is not
set up in the regulations, from:
I- accepting administrator or audit committee posts, exercising activities, or
providing any service to competitors of the Company;
II- accepting a position as administrator
or board of auditors’ member, or
establishing any professional relationship with any individual or legal entity with
whom they have had a direct and relevant official relationship over the 6 (six)
months prior
to the end of their term in office, if a longer term is not set up in the
regulations; and
III- sponsoring, either directly or indirectly, any interest of any individual or legal
entity, before any agency or entity of the Federal Public Administration with
which they have had a direct and relevant official relationship over the 6 (six)
months prior to the end of their term in office, if a longer term is not set up in the
regulatory standards.
§1- The period referred to in the caption of this
article includes any periods of
paid annual leave not enjoyed.
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§2- During the period of the impediment, the former members of the Executive
Office, the Board of Directors and the Audit Committee shall be entitled to
remuneration
allowance equivalent only to the monthly fee of the post they
occupied.
§3- The former members of the Executive Office, the Board of Directors and the
Audit Committee who choose to return before the end of the impediment period,
to the
performance of the actual of higher post or position, which, prior to their
appointment, was occupied in public or private administration, shall not be
entitled to remuneration allowance.
§4- Failure to comply with such 6 (six) months
impediment shall imply, in addition
to the loss of compensatory remuneration, the refund of any amount already
received in this title plus the payment of a 20% (twenty percent) fine on the total
compensatory remuneration that would be due in the period, without detriment
to the reimbursement of losses and damages that may be caused.
§5- The
former member of the Executive Office, of the Board of Directors and the
Board of Auditors shall cease to be paid such compensatory remuneration,
without detriment to other applicable sanctions and restitution of amounts
already received,
who:
I- incurs any of the assumptions that make up a conflict of interest as referred to
in article 5 of Law Nº 12,813 of Thursday, May 16, 2013;
II- is judicially convicted,
final and unappealable sentence, of crimes against the
public administration;
III- is judicially convicted, final and unappealable sentence, of administrative
impropriety; or
IV- undergoes retirement annulment, dismissal or conversion of exemption in
dismissal of the position of trust.
§6- The beginning of the payment of
such compensatory remuneration shall be
preceded by a formal consultation with the Ethics Committee of the Presidency of
the Republic, pursuant to article 8 of Law Nº 12,813, of May 16, 2013.
Section II –
Board of Directors
Art. 29 - The Board of Directors is the higher body of guidance and management
of Petrobras, and is responsible for:
I- setting the general guidance of the business of the
Company, defining its
mission, strategic objectives and guidelines;
II-
approving, on the proposal of the Executive Office, the strategic plan, the
respective multi-annual plans, as well as annual plans and programs of
expenditure and investments, promoting annual analysis regarding the
fulfillment of goals and
results in the execution of said plans, whereas it shall
publish its conclusions and report them to the National Congress and the Federal
Court of Accounts;
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III- inspecting the administration by the Executive Office and its members, and
set their duties, by examining, at any time, the books and records of the Company;
IV-
evaluating, annually, the individual and collective performance results of
officers and members of Board Committees, with the methodological and
procedural support of the Committee on Nominations, Remuneration and
Succession, in compliance
with the following minimum requirements: a) exposure
of the acts of management practiced regarding the lawfulness and effectiveness
of managerial and administrative action; b) contribution to the result of the
period; and c)
achievement of the objectives set out in the business plan and
satisfaction to the long-term strategy referred to in art. 37, § 1 of Decree no.
8,945, of December 27, 2016;
V- approving, annually, the value above which the acts, contracts
or operations,
although of competence of the Executive Office or its members, shall be subject
to the approval of the Board of Directors;
VI- deliberating on the issue of simple, unsecured
debentures non-convertible
into shares;
VII- setting the overall policies of
the Company, including strategic commercial,
financial, risk, investment, environment, information disclosure, dividend
distribution, transactions with related parties, spokespersons, human resources,
and minority
shareholders management policies, in compliance with the
provisions set forth in art. 9, § 1 of Decree no. 8,945, of December 27, 2016;
VIII- approving the transfer of ownership of Company assets, including
concession contracts
and permits for oil refining, natural gas processing,
transport, import and export of crude oil, its derivates and natural gas, whereas it
may set limits in terms of value for the practice of these acts by the Executive
Office or its
members;
IX- approving the Electoral Rules for selecting the member of the Board of
Directors elected by employees;
X- approving the plans governing the admission, career,
succession, benefits and
disciplinary regime of Petrobras employees;
XI-
approving the Nomination Policy that contains the minimum requirements for
the nomination of members of the Board of Directors and its Committees, the
Audit Committee and the Executive Office, to be widely available to shareholders
and the
market, within the limits of applicable legislation;
XII- approving and disclosing the Annual Chart and Corporate Governance Chart,
as provided for in Law 13.303, of June 30, 2016;
XIII- implementing, either directly or
through other bodies of the Company, and
overseeing the risk management and internal control systems established for the
prevention and mitigation of major risks, including risks related to the integrity of
financial and accounting information and those related to the occurrence of
corruption and fraud;
XIV- formally making statements in such public offering
for the sale of equity
shares issued by the Company;
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XV- setting a triple list of companies specializing in economic evaluation of
companies for the preparation of the appraisal report of Company’s shares, in the
cases
of public offering for cancellation of registration as a publicly-held
company or for quitting from Corporate Governance Level 2.
§1- The fixing of human resources policy referred to in item VII may not count
with the
participation of the Board Member representing employees, if the
discussions and deliberations on the agenda involve matters of trade union
relations, remuneration, benefits and advantages, including matters of
supplementary pensions
and healthcare, cases in which conflict of interest is
configured.
§2 -
Whenever the Nomination Policy intends to impose additional requirements
to those included in the applicable legislation to Board of Directors and Audit
Committee members, such requirements shall be forwarded for decision of
shareholders in a General Meeting.
§3- Such formal statement, either
favorable or contrary, dealt with in section XIV
shall be made by means of a prior informed opinion, disclosed within 15 (fifteen)
days of the publication of such public offer announcement, addressing at least: (i)
the
convenience and the opportunity of such public offering of shares regarding
the interest of all shareholders and in relation to the liquidity of such securities
held by them; (ii) the repercussions of such public offer of sale of equity shares on
Petrobras interests; (iii) such strategic plans disclosed by the offeror in relation to
Petrobras; (iv) such other points that the Board of Directors deems pertinent, as
well as any information required by such applicable rules issued by CVM.
Art. 30- The Board of
Directors shall further decide on the following matters:
I- Basic Plan of Organization and its amendments, respecting the burden of each
member of the Executive Office, as established in article 36 of these Bylaws;
II- nomination
and dismissal of the holders of the general structure of the
Company, as proposed by the Executive Office, as defined on Basic Plan of
Organization, based on the criteria set forth by the Board of Directors itself;
III-
authorization for the acquisition of shares issued by the Company to be held
in treasury or for cancellation, as well as subsequent disposal of these actions,
except in cases of competence of the General Meeting, pursuant to legal,
regulatory and statutory provisions;
IV- exchange of securities it has
issued;
V- election and dismissal of the members of the Executive Board;
VI-
constitution of wholly-owned subsidiaries or affiliated companies, the
transfer or termination of such participation, as well as the acquisition of shares
or quotas other companies;
VII- convocation of the General Shareholders
Meeting, in the cases provided for
by law, by publishing the notice of convocation at least 15 (fifteen) days in
advance;
VIII- Code of Ethics, Code of Best Practices and Internal Rules of the Board of
Directors and Code of Conduct of the Petrobras System;
75
IX- Corporate Governance Policy and Guidelines of Petrobras;
X- selection and dismissal of independent auditors, which may not provide
consulting services
to the Company during the term of the contract;
XI- administration and accounts report of the Executive Board;
XII- selection of Board Committee members from among its members and/or
from among persons in
the market of notorious experience and technical capacity
in relation to the expertise of the respective Committee, and approval of the
duties and rules of operation of the Committees;
XIII- matters that, by virtue of a legal
provision or by determination of the
General Meeting, depend on its deliberation;
XIV- integrity and compliance criteria, as well as the other pertinent criteria and
requirements applicable to the election of the members of holders of the general
structure appointment of the Executive Managers, who shall meet, as a minimum,
those set forth
in art. 21, paragraph 1, 2 and 3 of these Articles of Incorporation;
XV- omissive cases of these Bylaws.
§1 - The Board of Directors shall have 7 (seven) advisory committees with specific
powers
of analysis and recommendation on certain matters, linked directly to the
Board: Strategic Committee; Finance Committee; Audit Committee; Petrobras
Conglomerate Audit Committee; Health Committee, Safety and Environment
Committee; Nominating,
Compensation and Succession Committee; and Minority
Shareholders Committee.
I- The opinions of the Committees are not a necessary condition for submitting
matters to the examination and deliberation of the Board of Directors, except for
the hypothesis provided for in paragraph 4 of this article, when the opinion of the
Minority
Committee shall be mandatory;
II- Committee members may participate as guests of all meetings of the Board of
Directors;
III-The composition and rules of operation of the Committees shall be disciplined
in regiments to be approved by the Board of Directors, and the CEO, Executive
Directors and employees are forbidden from participating, whether as a member
or as a permanent guest of these committees, except, in the latter case, the
holders of the organizational units directly linked to the Board of Directors.
§2 - The Nomination, Compensation and Succession Committee shall have the
attributions provided for in articles 21 to 23 of Decree Nº 8.945, of December 27,
2016, as well as to analyze the integrity requirements set forth in art. 21 of these
Bylaws
for the investiture in the position of management and fiscal councilor of
the Company.
§3 - Whenever there is a need to evaluate operations with the Government, its
municipalities and foundations and federal state enterprises, provided it is
outside the normal course of business of the Company, and that it is within the
purview of the Board of Directors’ approval, the Minority Committee shall render
prior advice, issuing its opinion on the intended transaction.
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§ 4- To allow the representation of the preferred shareholders, the Minority
Committee will also carry out the previous advisory to the shareholders, issuing
its opinion
on the following transactions, in a meeting that must necessarily count
on the participation of the board member elected by the preferred shareholders.
that the opinion of the Committee shall be included in full, including the full
content of the
divergent statements, of the Assembly Manual that is convened to
deliberate on:
I- transformation, incorporation, merger or spin-off of the Company;
II-
approval of contracts between the Company and the controlling shareholder,
directly or through third parties, as well as other companies in which the
controlling shareholder has an interest, whenever, by legal or statutory provision,
they are
deliberated at a General Meeting;
III- valuation of assets intended to the payment of capital increase of the
Company;
IV- choice of specialized institution or company to determine the Company’s
economic value, pursuant to Article 40, XI of these Bylaws; and
V- alteration
or revocation of statutory provisions that modify or alter any of the
requirements set forth in item 4.1 of the Level 2 Regulation, while the Contract of
Participation is in force in Level 2 of Corporate Governance.
§5- If the
final decision of the Board of Directors differs from the Minority
Committee’s opinion indicated in the previous paragraph, the Board’s
manifestation, including all the dissenting statements, should also be included in
the
Assembly Manual that is called to deliberate on the operations, to better
instruct the shareholders’ vote.
§6 - The aforementioned Minority Committee will be formed by 2 (two) members
of the Board
of Directors pointed out by minority common shareholders and
preferred shareholders, as well as 1 (one) third independent member, according to
Regulation Article 18, §5 of these Bylaws, chosen by the other members of the
Committee,
which shall or not be a member of the Board of Directors.
Art. 31 - The Board of Directors may determine the performance of inspections,
audits or statements of accounts in the Company, as well as the hiring of experts
or external
auditors, to better instruct the matters subject to its deliberation.
Art. 32 - The Board of Directors shall meet with the presence of the majority of its
members, convened by its Chairman or a majority of the Members, ordinarily, at
least every 30 days, and extraordinarily whenever necessary.
§1- It is
hereby provided, if necessary, the participation of Members at the
meeting by telephone, videoconferencing, or other means of communication that
can ensure effective participation and the authenticity of their vote. In such a
case, the
Board Member shall be considered present at the meeting, and their
vote shall be considered valid for all legal effects and incorporated in the minutes
of said meeting.
§2- The materials submitted to evaluation by the Board of Directors
shall be
appraised with the decision of the Executive Office, the manifestations of the
77
technical area or competent Committee, and furthermore the legal opinion, when
necessary for the examination of the matter.
§3- The Chairman of the Board may, on their
own initiative or at the request of
any Board Member, summon members of the Executive Office of the Company to
attend meetings and provide clarifications or information on matters under
consideration.
§4- The deliberations of the Board of Directors shall be taken by majority vote of
the attending members and shall be recorded in the specific book of Minutes.
§5- The
operations provided for in §§ 3 and 4 of art. 30 of these Bylaws, shall be
approved by the vote of 2/3 (two thirds) of the Directors present
§6 - In the event of a tie, the Chairman of the Board shall have the casting vote.
Section III - Executive Office
Art. 33- The Executive Office and its members
shall be responsible for exercising
the management of the Company business, pursuant to the mission, objectives,
strategies and guidelines set forth by the Board of Directors.
§1- The Executive Director
of Governance and Compliance is assured, in the
exercise of its duties, the possibility of reporting directly to the Board of Directors
in the hypotheses of art. 9, paragraph 4 of Law 13303, of June 30, 2016.
§2- The Board of
Directors may delegate powers to the Executive Office, except
for those expressly provided for in corporate law and in compliance to the levels
of authority established in such delegations.
Art. 34- The Executive Office shall be
responsible for:
I- Evaluating, approving and submitting to the approval of the Board of Directors:
a) the bases and guidelines for the preparation of the strategic plan, as well as the
annual
and multi-annual plans;
b) the strategic plan, the corresponding multi-annual plans, as well as annual
plans and programs of expenditure and investments of the Company with the
respective projects;
c) the budgets of expenditures and investments of the Company;
d) the result
of the performance of the Company’s activities.
e) the indication of the holders of the general structure of the Company, based on
the criteria established by the Board of Directors.
f) the plans governing the admission,
career, succession, benefits and disciplinary
regime of Petrobras employees.
II- approving:
a) the technical and economical evaluation criteria for
investment projects, with
the corresponding plans for delegation of responsibility for their execution and
implementation;
b) the criteria for the economic exploitation of production areas and minimum
coefficient of oil and gas reserves, pursuant to the specific legislation;
c)
the pricing policy and basic price structures of the Company’s products;
78
d) the charts of accounts, basic criteria for determination of results, amortization
and depreciation of capital invested, and changes in accounting practices;
e) the corporate
manuals and standards of governance, accounting, finance,
personnel management, procurement and execution of works and services, supply
and sale of materials and equipment, operation and other corporate rules
necessary for the
guidance of the operation of the Company;
f) the rules for the assignment of use, rental or lease of fixed assets owned by the
Company;
g) the basic and supplemental structure of the Company, considering the
definitions of the Basic Plan of Organization, with their respective responsibilities,
as well
as create, transform or extinguish Operation Units, agencies, subsidiaries,
branches and offices in the country and abroad;
h) the creation and extinction of non-statutory Committees, linked to the
Executive Office or
its members, approving the corresponding rules of operation,
duties and levels of authority for action;
i) the value above which the acts, contracts or operations, although of
competence of the CEO
or the Executive Officers, shall be submitted for approval
of the Executive Office, in compliance with the level of authority defined by the
Board of Directors;
j) the annual plan of insurance of the Company;
l) conventions or collective labor agreements, as well as the proposition of
collective labor
agreements;
m) the provision of real or fiduciary guarantees, observing the pertinent legal and
contractual provisions.
III- ensuring the implementation of the Strategic Plan and the
multi-annual plans
and annual programs of expenditure and investments of the Company with the
respective projects, in compliance with the budget limits approved;
IV- deliberating on
trademarks and patents, names and insignia.
Art. 35 - The Executive Board shall meet ordinarily once a week with most of its
members, including the Chairman or his/her substitute, and, extraordinarily by
convening the
Chairman or 2/3 (two-thirds) of the Executive Directors..
§1- The Executive Office shall be advised by the Statutory Technical Committee
on Investment and Disinvestment.
§2 - The members of the Executive Board will have 7
(seven) Statutory Advisory
Technical Committees composed of the general structure of the Company, with
specific attributions of analysis and recommendation on certain matters, in
compliance with
the provisions of article 160 Corporate Law Statutory Technical
Committee for Production and Technology Development; Upstream Statutory
Technical Committee; Statutory Technical Committee for Refining and Natural
Gas; Technical
Statutory Financial and Investor Relations Committee; Statutory
Technical Committee on Corporate Affairs; Statutory Technical Committee on
Governance and Compliance; and Statutory Technical Committee of Strategy,
Organization and
Management System.
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§3- The advice of the Statutory Technical Committees is not binding on the
Executive Office or its members, as the case may be, however, they shall be a
necessary
condition for the examination and deliberation of the matter within the
scope of their respective powers.
§4- The composition, rules of operation and duties of the Statutory Technical
Committees
shall be disciplined in Internal Rules to be approved by the Board of
Directors.
Art. 36 - It is incumbent, individually:
§ 1- To the CEO:
I- convene, preside over and coordinate the work of Executive Office meetings;
II- propose to
the Board of Directors, the nomination of Executive Officers;
III- provide information to the Board of Directors, the Minister of State to which
the company is subordinate, and the control organs of the Federal Government,
as well as the
Federal Court of Accounts and the National Congress;
IV- ensure the mobilization of resources to cope with situations of severe risk to
health, safety and the environment;
V- exercise other powers conferred by the Board of
Directors.
§2 -To the Executive Officer for Production Development & Technology:
I- ensure the development of production system projects on E&P, Refining,
Natural Gas and
Energy;
II- ensure the interests of the Company before the regulatory bodies related to
their area of operation;
III- manage and develop projects for the construction, maintenance
and
abandonment of wells, installation of subsea systems, offshore production
surface, industrial plants and onshore pipelines, among others;
IV- develop
and provide technological solutions that facilitate the strategic plan
of the Company;
V- exercise other powers conferred by the Board of Directors.
§3 -To the Executive
Officer for Exploration & Production:
I- coordinate asset optimization projects in Onshore, Shallow Water, Deep Water,
Ultra-Deep Water Fields;
II- manage exploration assets, as well as implement the unfolding of
corporate
strategy, operational planning and evaluation of the performance of operational
nature;
III- approve and manage partnerships and participations in exploration blocks;
IV- ensure the interests of the Company before the regulatory bodies related to
their area of operation;
V- manage the logistics services to support the
operations and investments of
the Company related to their area of operation;
VI - define the strategy and guidelines for decommission, maintenance of wells
and subsea systems;
VII- exercise other powers conferred by the Board of
Directors.
§4-To the Executive Officer for Refining and Natural Gas:
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I- manage industrial, logistics and trading operations of products derived from
oil, natural gas, electricity, and nitrogenous fertilizers;
II- coordinate the implementation
of the unfolding of the corporate strategy,
definitions of portfolio, operational planning and evaluation of the performance
of operational nature;
III- approve and manage partnerships related to their area of
operation;
IV- ensure the interests of the Company before the regulatory bodies related to
their area of operation;
V- manage the offer of products derived from oil, natural gas,
electricity, and
nitrogenous fertilizers;
VI- exercise other powers conferred
by the Board of Directors.
§5- To the Executive Officer for Finance and Investor Relations:
I- provide the financial resources necessary to the operation of the Company,
conducting the
the procurement processes of loans and financing, as well as
related services;
II- move the monetary resources of the company, always in conjunction with
another Executive Officer;
III- be responsible for providing information to
the investing public, to the
Securities and Exchange Commission of Brazil - CVM and the stock exchanges or
over-the-counter markets, both national and international, as well as to the
corresponding
regulation and oversight entities, and keep the records of the
Company in these institutions up to date;
IV- account, control and report to the Executive Office the economic and financial
operations
of the Company, including its wholly-owned subsidiaries and other
controlled companies;
V- promote the financial management of the Company and monitor the financial
management of its
wholly-owned subsidiaries, controlled and affiliated
companies, and consortia;
VI- coordinate the processes of acquisition and disposal of corporate stake held
by the Company, pursuant to the provisions in the laws and regulations in force;
VII- exercise
other powers conferred by the Board of Directors.
§6 -To the Executive Officer of Corporate Affairs:
I- propose to the Executive Office the plans governing the admission, career,
succession,
benefits and disciplinary regime of Petrobras employees;
II- approve the allocation of staff to the units of the Company;
III- guide and promote the application of human resources policies and guidelines
of the
Company;
IV- propose, implement and maintain the telecommunications and informatics
systems of the Company;
V- provide the Company with shared resources and services of
infrastructure and
administrative support;
VI- coordinate the planning and
procurement process of goods and services and
of acquisition and disposal of materials and property;
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VII- guide and promote the application of the Company’s policies, guidelines and
standards on Health, Safety and the Environment;
VIII- guide and promote the application of
the Company’s policies , guidelines and
standards on Social Responsibility;
IX- exercise other powers conferred by the Board of Directors.
§7-To the Executive
Officer for Governance and Compliance:
I- guide and promote the application of the Company’s norms, guidelines and
standards on governance and compliance;
II- coordinate the management of compliance and
internal controls necessary,
including the aspects of fraud and corruption;
III- monitor the developments relating to the reporting channel of the Company,
and ensure the reporting of violations identified and their results to the Executive
Office and the Board of Directors;
IV- exercise other powers conferred by the Board of
Directors.
§8 - To the Executive Officer of Strategy, Organization and Management System:
I- propose the bases and guidelines for the preparation of the strategic plan, as
well as the
annual programs and multi-annual plans;
II- coordinate the preparation of the strategic plan, as well as the corresponding
multi-annual plans and annual programs of expenditure and investments of the
Company with the
respective projects;
III- submit to the approval of the Executive Office the criteria of technical and
economical evaluation for investment projects and the delegation of
responsibility for their
executions and implementations;
IV- monitor and report to the Executive Office the economical and financial
performance of investment projects, according to targets and results approved
by the Executive
Office and the Board of Directors;
V- coordinate the preparation of the Basic Plan of Organization, containing,
among other things, the general structure of the Company and its general
powers, as well as
the organization model of Petrobras;
VI- ensure the execution of strategies with greater dynamism in the decisions,
defining action plans with goals and targets of costs, risks, business performance
and
investments;
VII- guide and promote the application of risk management policies pursuant to
the legislation in force;
VIII- coordinate the integrated vision of business risks,
incorporating risk
management in strategic decisions, contributing to the preparation of the
business risk matrix of all kinds, and report to the Executive Office and the Board
of
Directors the main effects of risks on the results of Petrobras;
IX- propose the establishment of a management system that:
a) modernizes management, improving the monitoring and control of the
company’s
performance with the use of internal and external benchmarks and risk
analysis to support decision-making;
b) unfolds goals and objectives up to the level of supervision;
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c) indicates the respective responsible parties;
d) enables the timely monitoring of compliance with such targets and risks
associated thereto, with the respective mitigation plans, in an articulate manner
with the executive offices in charge;
e) establishes a consequences system aligned to its
completion, according to
meritocracy criteria.
§9 - To the CEO and each
Executive Officer, among the contact areas described in
the Basic Plan of Organization:
I- implement the strategic plan and budget approved by the Board of Directors,
using the
management system of the Company;
II- hire and dismiss employees and formalize the designations to managerial
posts and functions;
III- designate employees for missions abroad;
IV- monitor, control and report to the Executive Office on technical and
operational
activities of wholly-owned subsidiaries and companies in which
Petrobras participates or with which it is associated;
V- designate and instruct the Company’s representatives at General Meetings of
wholly-owned subsidiaries, controlled and affiliated companies, pursuant to the
guidelines set forth by the Board of Directors, as well as the applicable corporate
guidelines;
VI- manage, supervise and evaluate the performance of the activities of the units
under their direct responsibility, as defined in the Basic Plan of Organization, as
well as practice acts of management correlated to such activities, whereas they
may set value
limits for the delegation of the practice of these acts, in compliance
with the corporate rules adopted by the Executive Office;
VII- approve the rules and procedures for the performance of the activities of the
units under
their direct responsibility, as defined in the Basic Plan of
Organization.
Art. 37- The deliberations of the Executive Office shall be taken by majority vote
of the attending members and shall recorded in the specific book of minutes.
Sole paragraph.
In the event of a tie, the CEO shall have the casting vote.
Art. 38- The Executive Office shall forward to the Board of Directors copies of the
minutes of its meetings and provide the information needed to evaluate the
performance of the
Company’s activities.
Chapter V - General Meeting
Art. 39- The Ordinary
General Meeting shall be held annually within the period
established in art. 132 of the Corporate Law, in a place, date and time previously
set by the Board of Directors, to deliberate on matters within its competence,
especially:
I- rendering of the administrators’ accounts, examine, discuss and vote the
financial statements;
83
II- decide on the allocation of net profit for the year and the distribution of
dividends;
III- elect the members of the Board of Directors and Audit Committee.
Art. 40- The Extraordinary General Meeting, in addition to the cases provided for
by law,
shall be convened by a call of the Board of Directors, the latter preceded
by advice from the Minority Committee, pursuant to art. 30, §4 and 5 of these
Articles of Incorporation, when appropriate, to deliberate on matters of interest
to the Company, especially:
I- reform of the Bylaws;
II- modification in social capital;
III - evaluation of assets which the shareholder
contributes for capital increase;
IV- issuance of debentures convertible into shares or their sale when in treasury;
V- incorporation of the Company to another company, its dissolution,
transformation, demerger,
merger;
VI- participation of the Company in a group of companies;
VII- sale
of the control of the capital of wholly-owned subsidiaries of the
Company;
VIII- dismissal of members of the Board of Directors;
IX- sale of debentures
convertible into shares held the Company and issuance of
its wholly-owned subsidiaries and controlled companies;
X- cancellation of the open Company registration;
XI- selection of a specialized company,
based on the presentation by the Board of
Directors of a triple list of specialized companies, with proven experience and
independence as to the decision-making power of the Company, its
administrators and / or
controlling shareholder, and requirements and
responsibilities of §§ 1 and 6 of art. 8 of the Business Corporate Act, for the
preparation of an appraisal report of its shares for the respective economic value,
to be used
in the event of cancellation of the registration as a publicly-held
company or Level 2;
XII- waiver to the right to subscription of shares or debentures convertible into
shares of
wholly-owned subsidiaries, controlled or affiliated companies;
XIII- approval of the requirements of the Nomination Policy which are additional
to those included in the applicable legislation to members of the Board of
Directors and Audit
Committee.
§1- The deliberation on the matter referred to in item XI of this Article shall be
taken by an absolute majority of the votes of common shares in circulation, not
computing
blank votes.
§2 - In the event of a public offer made by the controlling shareholder, said
shareholder shall bear the costs of preparation of the appraisal report.
§3- In the
hypotheses of art. 30, §4 and 5, the opinion of the Minority Committee
and the manifestation of the Board of Directors, when it differs from the opinion
of the Minority Committee, shall be included in the management proposal that
will instruct the vote of the Ordinary Shareholders at the General Meeting.
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§4- The controlling shareholder may express an opinion contrary to the advice of
the Minority Committee and may provide reasons for which it considers that such
recommendations should not be followed.
Art. 41- The General Meeting shall
set, annually, the overall or individual amount
of the remuneration of officers, as well as the limits of their profit shares,
pursuant to the norms of specific legislation, and that of the members of the
Advisory
Committees to the Board of Directors.
Art. 42 - The General Meetings shall be chaired by the CEO of the Company or a
substitute designated by the latter, whereas, in the absence of both, by 1 (one)
shareholder
chosen by the majority of votes of those present.
Chapter VI - Audit Committee
Art. 43- The permanent Audit Committee consists of up to five (5) members and
their respective alternates, elected by the Ordinary General Meeting, all resident
in the Country, subject to the requirements and impediments set forth in the
Brazilian
Corporation Law, in the Indication Policy, in the Decree Nº 8.945, dated
December 27, 2016 and in art. 21, paragraph 1, 2 and 3 of these Articles of
Incorporation, shareholders or not, of which one (1) will be elected by the holders
of the minority common shares and another by the holders of the preferred
shares, in a
separate vote.
§1- Among the members of the Audit Committee, one (1) will be appointed by the
Minister of Finance, as representative of the National Treasury.
§2- In the event of
vacancy, resignation, impediment or unjustified absence to
two (2) consecutive meetings, the member of the Audit Committee shall be
replaced, until the end of the term of office, by the respective alternate.
§3- The
members of the Audit Committee will be invested in their positions by
signing the declaration of acceptance of office in the book of minutes and
opinions of the Audit Committee, which will include: (i) the subscription to the
Instrument of
Consent of the Members of the Fiscal Council pursuant to the
provisions of the Level 2 Regulation, as well as compliance with legal
requirements applicable, and (ii) consent to the terms of the arbitration clause
dealt with in
art. 58 of these Bylaws.
§4- The procedure set forth in art. 21, §4, 5 and 7 of these Bylaws to the
nominations for members of the Audit Committee.
§5 - The members of the Audit Committee
must also declare if they meet the
independence criteria set forth in art. 18, § 5 of these Bylaws.
Art. 44- The term of office of Audit Committee members is 1 (one) year, whereas 2
(two)
consecutive reelections are permitted.
§1- The reelection of the Audit Committee member who does not participate in
any annual training provided by the Company in the last 2 (two) years is
prohibited.
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§2- Once the maximum renewal period has expired, the return of the Audit
Committee Member to Petrobras can only occur after a period equivalent to one
(1) term of
performance.
Art. 45- The remuneration of the members of the Audit Committee, in addition to
the compulsory reimbursement of travel and stay expenses necessary for the
performance of the
function, shall be fixed by the General Meeting that elects
them, subject to the limit established in Act N. 9.292 of July 12, 1996.
Art. 46 - It competes to the Audit Committee, without prejudice to other powers
which are
conferred on it by virtue of legal provision or by determination of the
General Meeting:
I- inspect, by any of its members, the acts of officers and verify the fulfillment of
their
legal and statutory duties;
II- opine on the annual report of management, ensuring the inclusion in its
opinion of the additional information it deems necessary or useful to the
deliberation of the
General Meeting;
III- opine on the proposals of officers, to be submitted to the General
Management, concerning the modification of the social capital, issuance of
debentures or
subscription bonus, investment plans or capital budgets,
distribution of dividends, transformation, incorporation, merger or division of the
Company;
IV- denounce, by any of its members, to the management bodies and, if such
bodies do not take the necessary measures to protect the interests of the
Company, to the General Meeting, the errors, frauds or crimes that they discover,
and suggest actions useful to the Company;
V- to call the Ordinary General Meeting if the
directors delay the call for more
than one (1) month, and the Extraordinary Meeting whenever there are serious or
urgent reasons, including in the agenda of the meetings the matters they deem
necessary;
VI - analyze, at least on a quarterly basis, the balance sheet and other financial
statements prepared periodically by the Executive Office;
VII- examine the financial
statements of the fiscal period and opine on them;
VIII- exercise these attributions during liquidation.
Sole paragraph. The members of the Audit Committee shall participate,
compulsorily, in the
meetings of the Board of Directors which evaluate the
matters referred to in items II, III and VII of this article.
Chapter VII - Company Employees
Art. 47- The employees of Petrobras are subject to labor
legislation and the
internal rules of the Company, in compliance to the legal standards applicable to
employees of mixed-capital companies.
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Art. 48- The admission of employees by Petrobras and its wholly-owned
subsidiaries and controlled companies shall obey a public selection process, in
accordance
with the terms approved by the Executive Office.
Art. 49- The functions of the Senior Administration and the responsibilities of the
respective holders shall be defined in the Basic Organizational Plan of the
Company.
§1- The positions referred to in the caput of this article, linked to the Board of
Directors, may exceptionally, and at the discretion of the Board of Directors, be
attributed
to technicians or specialists who are not part of the Company’s
permanent staff, by means of positions in commission of free provision.
§2- The functions referred to in the caput of this article, linked to the Executive
Board
or its members, may, on a proposal and justification of the Board of
Executive Officers and approval of the Board of Directors, exceptionally be
assigned to technicians or specialists who are not part of the Board of Directors.
Company’s permanent staff, by means of positions in commission of free
provision.
§3- The managerial functions that are part of the
organizational framework of the
Company, in the other levels, shall have the responsibilities of holders as defined
in the rules of the respective bodies.
Art. 50- Notwithstanding the requisitions provided by
law, the transfer of
employees of Petrobras and its wholly-owned subsidiaries or controlled
companies shall depend on the approval, in each case, of the Executive Office and
shall be
made whenever possible, through the reimbursement of the
corresponding costs.
Art. 51- The Company shall allocate a portion of the yearly results to be
distributed among its employees, pursuant to the criteria approved by the Board
of Directors, in compliance with the legislation in force.
Chapter VIII -
General Provisions
Art. 52- The activities of Petrobras shall obey the Basic Plan of Organization,
approved by the Board of Directors, which shall contain, among others, the
organization model
and define the nature and responsibilities of each unit of the
general structure and the subordination relations necessary to the operation of
Petrobras, pursuant to these Bylaws.
Art. 53 - The fiscal year shall coincide with the
calendar year, ending on December
31 of each year, when the balance sheet and other financial statements shall be
prepared and shall meet the applicable legal provisions.
§1 - Subject to legal provisions
The Company shall prepare quarterly balance
sheets, making interim dividend payments based on earnings or interest on own
capital verified in such balance sheets, by resolution of the Board of Directors,
subject to
legal provisions.
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§2 - The Board of Directors may approve the payment of intermediate dividends
to the profit reserve account existing in the last balance sheet approved at the
General
Meeting.
§3 - Intermediate and interim dividends and interest on equity shall be allocated
to the minimum mandatory dividend.
Art. 54- On the funds transferred by the Federal Government
or deposited by
minority shareholders, for the purpose of increasing the capital of the Company,
financial charges equivalent to the SELIC rate from the day of transfer to the date
of
capitalization shall apply.
Art. 55- Petrobras will shall allocate, from the net profit assessed on its annual
Balance Sheet, the share of 0.5% (five tenths percent) of paid-in capital, for the
constitution of a special reserve intended to the costing of research and
technological development programs of the Company.
Sole paragraph. The
accrued balance of the reserve provided for in this article
shall not exceed 5% (five percent) of paid-in capital.
Art. 56- Once the distribution of the minimum dividend referred to in art. 8 of
these Bylaws
is decided, the General Meeting, in compliance with the terms of
corporate legislation and specific federal norms, may assign specific percentages
or gratuity to the members of the Executive Office of the Company, as variable
remuneration.
Art. 57- The Executive Board may authorize the practice of reasonable gratuitous
acts for the benefit of employees or the community in which the company
participates,
including the donation of non-existent goods, in view of their social
responsibilities, as provided in § 4 of art. 154 of the Corporate Law.
Art. 58 - The Company, shareholders, administrators and members of the Fiscal
Council
undertake to resolve, through arbitration, before the Market Arbitration
Chamber, any dispute or controversies that may arise among them, related to or
arising, in particular, from the application, validity, effectiveness, interpretation,
violation and effects of the provisions contained in the Brazilian Corporation Law,
Law 13303, of June 30, 2016, in the Company’s Bylaws, in the rules issued by the
National
Monetary Council, Banco Central do Brasil and the Securities and
Exchange Commission, as well as in other rules applicable to the operation of the
general stock market, in addition to those contained in the Level 2 Regulation,
Arbitration
Regulation, Participation Agreement and Level 2 Sanctions
Regulation.
Sole
Paragraph. The provisions of the main section do not apply to disputes or
controversies relating to Petrobras’ activities based on article 1 of law No. 9,478,
of August 6, 1997, and subject to the provisions of these Bylaws with respect to
the public interest, which justified the creation of the company, as well as to
disputes or
controversies involving unavailable rights.
Art. 59- Contracts entered into by Petrobras for the acquisition of goods and
services shall be preceded by a bidding procedure, in accordance with the
applicable
legislation
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Art. 60- To compose its proposals to participate in bids prior to the concessions
dealt with in Act 9,478 of August 6th, 1997, Petrobras may sign pre-contracts, by
issuing
letters of invitation, assuring prices and commitments for the supply of
goods and services.
Sole paragraph. The pre-contracts shall contain a resolution clause in its own
right, to be
exercised without penalty or indemnity of any kind in the event
another bidder is declared the winner, and shall be later submitted to the
appreciation of external control and monitoring bodies.
Art. 61- The sale of the shareholding
control of Petrobras, either through a single
operation or through successive operations, may only be contracted under the
condition, suspensive or resolving, that the acquirer undertakes, observing the
conditions and
the terms established in current legislation and in the Level 2
Regulation, make a public offer for the acquisition of the shares of the other
shareholders, to assure them equal treatment to that given to the selling
controlling
shareholder.
§1- The public offering, provided for in the caput of this article, shall also be
carried out when there is (i) onerous assignment of subscription rights for shares
and other
securities or rights related to securities convertible into shares,
resulting in the sale of the control of the Company; or (ii) in case of sale of control
of a company that holds control of Petrobras, in which case the selling controlling
shareholder will be obliged to declare to B3 the amount attributed to Petrobras in
said sale
and attach documentation proving that value.
§2- Any person who acquires control by virtue of a private share purchase
agreement entered into with the controlling shareholder, involving any number of
shares, shall
be bound to: (i) execute the public offering referred to in the caput of
this article, and (ii) to pay, in the following terms, an amount equal to the
difference between the price of the public offering and the amount paid per
share, months
prior to the date of acquisition of control, duly updated up to the
date of payment. The said amount shall be distributed among all persons who
sold Petrobras shares at the trading sessions in which the buyer made the
acquisitions, in
proportion to the daily net selling balance of each one, and B3 is
responsible for operating the distribution, in compliance with its regulations.
§3 - The selling controlling shareholder will only transfer ownership of its shares if
the buyer subscribes the Instrument of Consent of the Controlling Shareholders.
The Company will only register the transfer of shares to the buyer, or to those
who come to hold the power of control, if they subscribe to the Instrument of
Consent of the Controllers referred to in Level 2 Regulation.
§4-
Petrobras will only register a shareholder’s agreement that provides for the
exercise of control power if its signatories subscribe the Instrument of Consent
of
the Controllers.
Art. 62 - In the event of cancellation of Petrobras’
public company registration
and consequent egress from Level 2, a minimum price must be offered to the
shares, corresponding to the economic value determined by a specialized
89
company chosen by the General Meeting, pursuant to the Business Corporation
Act, and as provided in art. 40, item XI of these Bylaws.
Sole paragraph. The costs of hiring
a specialized company covered by this article
will be borne by the controlling shareholder.
Art. 63- In case the Company’s egress from Level 2 is deliberated so that the
securities
issued by it will be admitted to trading outside Level 2, or by virtue of a
corporate reorganization operation, in which the company resulting from such
reorganization does not has its securities admitted to trading on Level 2 within a
period of 120 (one hundred and twenty) days from the date of the general
meeting that approved
said transaction, the controlling shareholder shall make a
public offer for the acquisition of the shares belonging to the other shareholders
of the Company, at least, by the respective economic value, to be determined in
an appraisal
report prepared pursuant to art. 40, item XI of these Bylaws,
respecting the applicable legal and regulatory rules.
§1- The controlling shareholder will be exempt from proceeding to the public
offer for
acquisition of shares referred to in this article if the Company egresses
Level 2 of Corporate Governance due to the conclusion of the agreement of the
Company’s participation in the special segment of B3 denominated New Market
(“New
Market”) or if the company resulting from a corporate reorganization
obtains authorization to trade securities on the New Market within a period of 120
(one hundred and twenty) days from the date of the general meeting that
approved said transaction.
§2 - Shareholders holding more than 50%
(fifty percent) of the outstanding
common shares must accept the public offering mentioned in the main section of
this article or expressly agree with the segment withdraw without making shares
sale.
§3 - For the purposes of §2 of this article, outstanding shares are only those
whose holders expressly agree to exit Level 2 or qualify for the OPA auction, in
accordance
with the regulations issued by CVM applicable to open company public
offering of shares aiming to cancel registration.
Art. 64- In the event that there is no controlling shareholder, in case the
Company’s
egress from Level 2 of Corporate Governance is deliberated so that
the securities issued by it will be admitted to trading outside Level 2 of Corporate
Governance, or by virtue of a reorganization operation in which the company
resulting from
such reorganization does not have its securities admitted to
trading on Level 2 of Corporate Governance or New Market within a period of 120
(one hundred and twenty) days as of the date of the general meeting that
approved said
transaction, the egress will be conditional on the realization of a
public offering for the acquisition of shares under the same conditions set forth in
art. 63 of these Articles of Incorporation.
§1- The said general meeting
shall define the person (s) responsible for
conducting the public tender offer, the person(s) present at the meeting shall
expressly assume the obligation to perform the offer.
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§2- In the absence of a definition of those responsible for conducting the public
offering for the acquisition of shares, in the event of a corporate reorganization
operation,
in which the company resulting from such reorganization does not
have its securities admitted for trading in Level 2 of Corporate Governance, voted
in favor of the corporate reorganization to make such offer.
Art. 65- The egress of Petrobras
from Level 2 of Corporate Governance due to
noncompliance with the obligations contained in the Level 2 Regulation is
conditioned to the effectiveness of a public offering for the acquisition of shares,
at least
by the Economic Value of the shares, to be determined in an appraisal
report dealt with in art. 40, item XI of these Bylaws, respecting the applicable legal
and regulatory rules.
§1- The controlling shareholder shall carry out
the public offering for acquisition
of shares provided for in the caput of this article.
§2- If there is no controlling shareholder and egress from Level 2 of Corporate
Governance referred to in the caput results of a resolution of the general
meeting, the shareholders who voted in favor of the resolution that implied the
respective noncompliance shall carry out the tender offer in the caput.
§3- If there is no controlling shareholder and the egress of Level 2 of Corporate
Governance referred to in the caput occurs due to an act or fact of management,
the
Company’s Managers shall call a general meeting of shareholders whose
agenda will be the resolution on how to remedy noncompliance with the
obligations contained in the Level 2 Regulation or, if applicable, resolve on the
Company’s egress from Level 2 of Corporate Governance.
§4- If the
general meeting referred to in §3 above decides for the Company’s
egress from Level 2 of Corporate Governance, said general meeting shall define
the person(s) responsible for conducting the public tender offer provided for in
the caput, who, present at the meeting, must expressly assume the obligation to
make the
offer.
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EXTRAORDINARY GENERAL MEETING
PRESENTATION TO
SHAREHOLDERS
ITEM IV
DEFINITION OF THE REMUNERATION OF PETROBRAS CONGLOMERATE
STATUTORY
AUDIT COMMITTEE MEMBERS
Dear Shareholders,
Considering the creation of the Conglomerate CAE, it is necessary to approve the remuneration of
their members at a General Meeting.
In compliance with CVM Instruction
481/09, Article 12, paragraph I, Petrobras submits to deliberation
by this General Meeting the proposed remuneration of the Petrobras Conglomerate Statutory Audit
Committee members, as follows:
(a) Proposal to set the monthly fees of
Petrobras Conglomerate Statutory Audit Committee
members at 40% for the Committee Chairman, and at 30% for the other members, of the average
monthly remuneration of the Executive Office members, excluding the amounts relating to vacation
pay and benefits.
It is important to note that no amendment to the monthly
fees of the members of the Statutory Audit
Committee of Petrobras is proposed, whereas the amounts approved by the Ordinary General Meeting
held on 4/26/2018 are preserved.
We emphasize that the remuneration of the members of Advisory
Committees to the Board of
Directors is not part of the overall amount of officers, thus the amount approved by the Ordinary
General Meeting on 4/26/2018 remains unchanged.
In compliance with CVM Instruction 481/09,
Article 12, item II, in Exhibit I, Petrobras offers the
information concerning the remuneration of Company officers in the last three years, plus the
projected remuneration amounts of officers, effective members of the Audit Committee and members
of the Statutory Advisory Committees to the Board of Directors for the current year, pursuant to
Reference Form item 13.
Rio de Janeiro, September 3rd. 2018.
Ivan de Souza Monteiro
CEO
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ANNEX I
Information on Item 13 of the
“Formulário de Referência”, complying with Art. 12 of the Brazilian Securities and Exchange Commission (“CVM”) Instruction Nº 481/09
ANNEX I
Information on Item 13 of the
“Formulário de Referência”
13. Management Compensation
13.1 - Description of compensation policy or practice, including non-statutory executive board
The qualitative description of the Company’s compensation policy or practice is presented as follows by
its Management, as described below.
I- EXECUTIVE BOARD:
a. Purpose of the compensation policy or practice, informing if the compensation policy has been
formally approved, body responsible for its approval, date of approval and, if the issuer discloses
the policy, the websites where the document can be viewed:
The Fixed Compensation of the
Executive Board is comprised of monthly fees proposed by the
Nominating, Compensation and Succession Committee to the Board of Directors and defined annually
by the General Meeting pursuant to article 152 of Law 6404, dated December 15, 1976 (“Corporations
Act”). The compensation purposes and practices aim at recognizing and remunerating the Company’s
managers, considering the responsibility, time dedicated to the role, professional expertise and
reputation, as well as the practices applied by the market for similar sized companies. All members of
the Executive Board are statutory.
b. Compensation breakdown, indicating:
i. description of compensation items and the purposes of each of them
• Salary or
Pro-labore: fixed monthly compensation paid to the members of the Executive
Board as compensation for the services rendered, including 13th salary and vacation.
• Direct and indirect benefits: aim at the quality of life of the members of the Executive Board,
including housing assistance and health care.
• Variable compensation: awarded for the
efforts in building the results achieved, besides the
motivating nature to fulfill the strategic purposes.
• Post-employment benefits: aim at the quality of life of the members of the Executive Board,
including pension plan.
• Others: aim at the quality of life of the members of the
Executive Board, including the
Insurance Fund for Employment Time (FGTS) and Social Security (INSS).
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ii. Regarding the last 3 fiscal years, what is the proportion of each item in the total compensation
According to the table below, the proportion of each item in the total compensation in the fiscal
years ended December 31, 2017, 2016 and 2015 are as follows:
Compensation Breakdown 2017 2016
2015
Monthly Fixed Compensation
Salary or Pro-labore 72.45% 69.14% 71.72%
Direct or Indirect Benefits 0.74% 0.64% 3.34%
Attendance in Committees 0.00%
0.00% 0.00%
Outros 20.58% 19.87% 20.11%
Variable Salary
Bonus 0.00% 0.00% 0.00%
Profit Sharing 0.00% 0.00% 0.00%
Attendance in Meetings 0.00% 0.00% 0.00%
Commissions 0.00% 0.00% 0.00%
Outros 0.00% 0.00% 0.00%
Post-Employment Benefits 6.23% 6.22% 4.83%
End of Office Term 0.00% 4.13% 0.00%
Share-Based Compensation 0.00% 0.00% 0.00%
TOTAL 100.00% 100.00% 100.00%
iii. Methodology for calculation and adjustment of each of the
compensation items
• Salary or Pro-Labore: There is no single methodology for calculation and adjustment, since
factors such as: negotiation with regulatory agencies, applicable laws, market practices of
similar sized national companies, identified through surveys carried out by specialized
consulting, are taken into account, and the amount is defined in the General Meeting.
•
Direct and Indirect Benefits:
i. The amount related to the housing assistance benefit is provided for and defined in
Decree No. 3255, dated November 19, 1999, and possible adjustments depend on
changes to this
law. In this sense, the amount is part of the total amount of the
managers that is negotiated with the Coordination and Governance Secretariat of
State Owned Companies (“SEST”) and approved at the General Meeting.
ii. There is no
single methodology for calculation and adjustment for health care, since
factors such as negotiation with regulatory agencies and approval at the General
Meeting are taken into account.
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• Variable Compensation: In the calculation of the variable compensation, performance
indicators negotiated with SEST, applicable laws, market practices for similar sized national
companies, identified through research carried out by specialized consulting, are taken into
account, and the value defined in the General Meeting. The variable compensation program
of
the Executive Board of Petrobras has its payment deferred along the following 5 years,
provided that its requirements and established goals are achieved. In the
years 2015, 2016
and 2017, there was no payment of variable compensation.
• Post-Employment Benefits: There is no single methodology for calculation and adjustment
of the contribution to the pension plan, and it is currently limited to 11% of the
compensation based on the age group of each Manager. In this sense, the amount is part of
the total amount of the managers that is negotiated with the SEST and approved at the
General
Meeting.
• Others: There is no single methodology for calculation and adjustment of the charges of
the Insurance Fund for Employment Time (FGTS) and Social Security (INSS), which have
defined
rates. In this sense, the amount is part of the total amount of the managers that is
negotiated with the SEST and approved at the General Meeting.
iv. Reasons justifying the compensation breakdown
The compensation breakdown of the managers
of Petrobras is defined considering its economic
and financial results, as well as seeking to recognize the efforts of the Company’s managers and
an alignment with the compensation practices applied by the market for similar sized companies.
v. Existence of members not paid by the issuer and the reasoning for such
Not
applicable, since all members of the Executive Board are paid.
c. Key performance indicators that are taken into account in determining each compensation item:
• Salary or Pro-Labore: fixed compensation without a related indicator.
• Direct and Indirect Benefits: no related indicator.
• Variable
Compensation: dependent on achieving performance indicators negotiated with SEST,
such as: Net Debt/EBITDA and Recordable Accident Rate (TAR).
• Post-Employment Benefits: no related indicator.
96
d. How compensation is structured to reflect the performance indicators progress:
It is structured in such a way that the variable compensation is dependent on the achievement of
performance indicators negotiated with SEST, such as: Net Debt/EBITDA and Recordable Accident Rate
(TAR). The number of compensations (salaries) to be paid under the Petrobras Variable Compensation
Program varies according to the achievement percentage of goals, and is calculated based on the
Company’s bottom line.
e. How the compensation policy or practice is
aligned with the interests of the Company’s short-,
medium- and long-term issuer:
The compensation of Petrobras’ managers is defined based on its economic and financial results, as well
as the recognition of managers and their alignment with the Company’s short-, medium- and long-term
strategies, along with the goals set by the Board of Directors, and indicators such as Net Debt/EBITDA
and Recordable Accident Rate (TAR).
f. Existence of compensation supported by subsidiaries,
directly or indirectly controlled companies
or controllers:
Not applicable.
There is no compensation supported by subsidiaries, directly or indirectly controlled
companies or controllers of the Company.
g. Existence of any compensation or benefit related to a particular corporate action, such as the
divesture of the Company’s corporate control:
Not applicable. There is no compensation or
benefit related to a particular corporate action involving
the Company.
h.
Practices and procedures adopted by the Board of Directors to define the individual
compensation of the Board of Directors and the Executive Board, indicating
i. The issuer’s bodies and committees that participate in the decision-making process, identifying
how they participate
The Compensation of the Executive Board members is proposed by the
Nominating, Compensation
and Succession Committee to the Board of Directors and defined annually by the General Meeting
pursuant to article 152 of Law 6404, dated December 15, 1976 (“Corporations Act”).
97
ii. Criteria and methodology used to determine the individual compensation, indicating whether
studies are used to verify market practices and, if so, the benchmark criteria and the scope of these
studies
The compensation purposes and practices aim at recognizing and remunerating the
Company’s
managers, considering the responsibility, time dedicated to the role, professional expertise and
reputation, as well as the practices applied by the market for similar sized companies.
iii.
How often and how the Board of Directors assesses the suitability of the issuer’s compensation
policy
On an annual basis, the Compensation of the Executive Board members is proposed by the
Nominating, Compensation and Succession Committee to the Board of Directors and defined by the
General Meeting pursuant to article 152 of Law 6404, dated December 15, 1976 (“Corporations Act”).
II- BOARD OF DIRECTORS:
a. Purpose of the compensation policy or practice, informing if the
compensation policy has been
formally approved, body responsible for its approval, date of approval and, if the issuer discloses
the policy, the websites where the document can be searched:
The fixed compensation of the
Board of Directors is comprised of monthly fees proposed by the
Nominating, Compensation and Succession Committee to the Board of Directors and defined on an
annual basis at the General Meeting, pursuant to Article 152 of the Corporations Act, and Law No. 9292,
dated July 12, 1996. The compensation purposes and practices aim at recognizing and remunerating
the Company’s Board Members, considering the responsibility, time dedicated to the role, professional
expertise and reputation, as well as the practices applied by the market for similar sized companies like
Petrobras.
b. Compensation breakdown, indicating:
i. description of compensation items and the purposes of each of them
• Salary or
Pro-Labore: fixed monthly compensation paid to Board Members as compensation
for the services rendered.
• Direct or Indirect Benefits: aim at the quality of life of the Board Members, including health
care.
• Post-Employment Benefits: aim at the quality of life of the members of the Board
of
Directors, including pension plan.
• Others: aim at the quality of
life of Board Members, including Social Security (INSS) charges.
98
ii. Regarding the last 3 fiscal years, what is the proportion of each item in the total compensation
According to the table below, the proportion of each item in the total compensation in the fiscal
years ended December 31, 2017, 2016 and 2015 are as follows:
Compensation Breakdown 2017 2016
2015
Monthly Fixed Compensation
Salary or pro-labore 80.58% 80.63% 77.76%
Direct or Indirect Benefits 6.11% 0.48% 0.93%
Attendance in Committees 0.00%
3.47% 4.76%
Outros 13.31% 15.43% 16.55%
Variable Salary
Bonus 0.00% 0.00% 0.00%
Profit Sharing 0.00% 0.00% 0.00%
Attendance in Meetings 0.00% 0.00% 0.00%
Commissions 0.00% 0.00% 0.00%
Outros 0.00% 0.00% 0.00%
Post-Employment Benefits 0.00% 0.00% 0.00%
End of Office Term 0.00% 0.00% 0.00%
Share-Based Compensation 0.00% 0.00% 0.00%
TOTAL 100.00% 100.00% 100.00%
iii. Methodology for calculation and adjustment of each of the
compensation items
• Salary or Pro-labore: The monthly fees of the members of the Board of Directors account
for ten percent (10%) of the average monthly fees received by the members of the
Executive
Board, and are approved by the General Meeting, pursuant to articles 152 and
145 of the Corporations Act and of Law No. 9292, dated July 12, 1996.
• Direct or Indirect Benefits: There is no single methodology for calculation and adjustment
for health care, since factors such as negotiation with regulatory agencies and approval at
the General Meeting are taken into account.
99
• Post-Employment Benefits: There is no single methodology for calculation and adjustment
of the contribution to the pension plan, and it is currently limited to 11% of the
compensation based on the age group of each Board Member. In this sense, the amount is
part of the total amount of the managers that is negotiated with the SEST and approved at
the
General Meeting.
• Others: There is no single methodology for calculation and adjustment for Social Security
(INSS) charges, which has a defined rate. In this sense, the amount is part of the total
amount of the managers that is negotiated with the SEST and approved at the General
Meeting.
iv. Reasons justifying the compensation breakdown
Law No. 9292, dated July 12, 1996, establishes that the compensation of the members of the Board
of Directors of public-private companies, such as the Company, “shall in no case exceed ten percent
of the average monthly compensation of the managers of the corresponding companies”.
Accordingly, in order to calculate the compensation of its Executive Board, as described above,
Petrobras takes into account its economic and financial results, as well as the recognition of
management efforts and alignment with market practices, and proposes a value that is negotiated
with SEST, which is approved by the General Meeting.
v. Existence of members not paid by the
issuer and the reasoning for such
The Company’s Chairman is a member of the Board of Directors, however this role has no
compensation.
In addition, as established in art. 38, paragraph 8 of Decree No. 8945, dated
December 27, 2016, the
members of the Board of Directors who participate in the Statutory Audit Committee shall waive the
compensation as a member of the Board of Directors. Currently, three members of the Board of
Directors are members of the Audit Committee.
c. Key performance indicators
that are taken into account in determining each compensation item:
Not applicable, since the compensation received by members of the Board of Directors is fixed,
with no
related indicator.
d. How compensation is structured to reflect the
performance indicators progress:
Not applicable, since the compensation received by members of the Board of Directors is fixed, with no
related indicator.
100
e. How the compensation policy or practice is aligned with the interests of the Company’s short-,
medium- and long-term issuer:
The monthly compensation is paid to the Board Members for the
services rendered and is in line with
the compensation practices in the market, aligned with both the short-, medium- and long-term
interests of the Company.
f. Existence of compensation supported by subsidiaries, directly or
indirectly controlled companies
or controllers:
Not applicable. There is no
compensation supported by subsidiaries, directly or indirectly controlled
companies or controllers of the Company.
g. Existence of any compensation or benefit related to a particular corporate action, such as the
divesture of the Company’s corporate control:
Not applicable. There is no compensation or
benefit related to a particular corporate action involving
the Company.
h.
Practices and procedures adopted by the Board of Directors to define the individual
compensation of the Board of Directors and the Executive Board, indicating
i. The issuer’s bodies and committees that participate in the decision-making process, identifying
how they participate
The compensation of the members of the Board of Directors is proposed by
the Nominating,
Compensation and Succession Committee to the Board of Directors and defined on an annual basis
at the General Meeting, pursuant to Article 152 of the Corporations Act, and Law No. 9292, dated
July 12, 1996.
ii. Criteria and methodology used to determine the individual
compensation, indicating whether
studies are used to verify market practices and, if so, the benchmark criteria and the scope of these
studies
The compensation purposes and practices aim at recognizing and remunerating the
Company’s
Board Members, considering the responsibility, time dedicated to the role, professional expertise
and reputation, as well as the practices applied by the market for similar sized companies like
Petrobras.
iii. How often and how the Board of Directors assesses the
suitability of the issuer’s compensation
policy
On an annual basis, the
compensation of the members of the Board of Directors is proposed by the
Nominating, Compensation and Succession Committee to the Board of Directors and defined at
the
General Meeting, pursuant to Article 152 of Law No. 6404, dated December 15, 1976 (the
“Corporations Act”), and Law No. 9292, dated July 12, 1996.
101
III- FISCAL BOARD:
a. Purpose of the compensation
policy or practice, informing if the compensation policy has been
formally approved, body responsible for its approval, date of approval and, if the issuer
discloses
the policy, the websites where the document can be searched:
The
fixed compensation of the Fiscal Board is comprised of monthly fees defined on an annual basis at
the General Meeting, pursuant to Article 152 of the Corporations
Act, and Law No. 9292, dated July 12,
1996. The compensation purposes and practices aim at recognizing and remunerating the Company’s
Board Members, considering the responsibility, time dedicated to the role, professional expertise and
reputation, as well as the practices applied by the market for similar sized companies like Petrobras.
b. Compensation breakdown, including:
i. description of compensation items and the purposes of
each of them
• Salary or Pro-Labore: fixed monthly compensation paid to Board Members as compensation
for the services rendered.
• Others: aim at the quality of life, including Social
Security (INSS) charges.
ii. Regarding the last 3 fiscal years, what is the proportion of each item in the total compensation
According to the table below, the proportion of each item in the total compensation in the fiscal
years ended December 31, 2017, 2016 and 2015 are as follows:
Compensation Breakdown 2017 2016
2015
Monthly Fixed Compensation
Salary or pro-labore 85.02% 87.79% 83.33%
Direct or Indirect Benefits 0.00% 0.00% 0.00%
Attendance in Committees 0.00%
0.00% 0.00%
Outros 14.98% 12.21% 16.67%
Variable Salary
Bonus 0.00% 0.00% 0.00%
Profit Sharing 0.00% 0.00% 0.00%
Attendance in Meetings 0.00% 0.00% 0.00%
Commissions 0.00% 0.00% 0.00%
Outros 0.00% 0.00% 0.00%
Post-Employment Benefits 0.00% 0.00% 0.00%
End of Office Term 0.00% 0.00% 0.00%
Share-Based Compensation 0.00% 0.00% 0.00%
TOTAL 100.00% 100.00% 100.00%
103
iii. Methodology for calculation and adjustment of each of the compensation items
• Salary or Pro-Labore. The monthly fees of the members of the Fiscal Board account for ten
percent (10%) of the monthly fees received by the members of the Executive Board, and are
approved by the General Meeting, pursuant to articles 145, 152 and 162, par. 3, of the
Corporations Act and of Law No. 9292, dated July 12, 1996.
• Others:
There is no single methodology for calculation and adjustment for Social Security
(INSS) charges, which has a defined rate.
iv. Reasons justifying the compensation breakdown
Law No. 9292, dated July 12, 1996,
establishes that the compensation of the members of the Fiscal
Board of public-private companies, such as the Company, “shall in no case exceed ten percent of
the
average monthly compensation of the managers of the corresponding companies”.
Accordingly, in order to calculate the compensation of its Executive Board, as described above,
Petrobras takes into account its economic and financial results, as well as the recognition of
management efforts and alignment with market practices, and proposes a value that is negotiated
with SEST, which is approved by the General Meeting.
v. Existence of members
not paid by the issuer and the reasoning for such
Not applicable, since all members of the Fiscal Board are paid.
c. Key performance indicators that are taken into account in determining each compensation item:
Not applicable, since the compensation received by members of the Fiscal Board is fixed, with no related
indicator.
d. How compensation is structured to reflect the performance indicators progress:
Not applicable, since the compensation received by members of the Fiscal Board is fixed, with no related
indicator.
e. How the compensation policy or practice is aligned with the interests of the
Company’s short-,
medium- and long-term issuer:
The monthly compensation
is paid to the Board Members for the services rendered and is in line with
the compensation practices in the market, aligned with both the short-, medium- and
long-term
interests of the Company.
103
f. Existence of compensation supported by subsidiaries, directly or indirectly controlled companies
or controllers:
Not applicable. There is no compensation supported by subsidiaries, directly
or indirectly controlled
companies or controllers of the Company.
g.
Existence of any compensation or benefit related to a particular corporate action, such as the
divesture of the Company’s corporate control:
Not applicable. There is no compensation or benefit related to the a particular corporate action
involving the Company.
h. Practices and procedures adopted by the Board of
Directors to define the individual
compensation of the Board of Directors and the Executive Board, indicating
Not applicable.
IV-AUDIT COMMITTEE, SAFETY, ENVIRONMENT AND HEALTH COMMITTEE, NOMINATION,
COMPENSATION AND SUCCESSION COMMITTEE, STRATEGIC COMMITTEE, FINANCIAL COMMITTEE,
MINORITY SHAREHOLDERS COMMITTEE AND CONGLOMERATE AUDIT COMMITTEE:
a. Purpose of the
compensation policy or practice, informing if the compensation policy has been
formally approved, body responsible for its approval, date of approval and, if the
issuer discloses
the policy, the websites where the document can be searched:
Within the Company, there are six (6) statutory committees related to the Board of Directors, namely,
the Audit Committee, the Safety, Environment and Health Committee, the Nomination, Compensation
and Succession Committee, the Strategic Committee, and the Minority Shareholders Committee.
The Audit Committee is exclusively comprised of members of the Board of Directors. The Minority
Shareholders Committee is comprised of two (2) members of the Board of Directors, appointed by the
minority shareholders, and one (1) independent member, who meets the requirements of art. 22,
paragraph 1 of Law 13303/2016, chosen by the other members, and may or may not be a member of the
Board of Directors. The other committees are comprised of members of the Board of Directors and/or
market professionals of well-known experience and technical capacity.
The Extraordinary
General Meeting scheduled to occur on October 4, 2018 will resolve on the
amendment to Petrobras’ Bylaws providing for the creation of the Conglomerate
Statutory Audit
Committee, as well as its remuneration
According to the
guidance of the Coordination and Governance Secretariat of State Owned Companies,
compensation for participation in the Advisory Committees to the Board of
Directors shall not be
included in the overall compensation of the managers approved at the Meeting.
104
b. Compensation breakdown, including:
i.
description of compensation items and the purposes of each of them
Fees: fixed monthly compensation for members of the Advisory Committees to the Board of
Directors.
ii. What is the proportion of each item in the total compensation
Fees: 100%.
iii. Methodology for calculation and adjustment of each of the
compensation items
The monthly fees of the members of the Statutory Audit Committee correspond to 10% of the
monthly average remuneration of the members of the Executive Board, excluding the amounts
related to additional vacations and benefits, in compliance with the provisions of art. 38, paragraph
8 of Decree No. 8.945, of December 27, 2016, and are therefore bound to the adjustment of such
fees, as described above.
The Extraordinary General Meeting scheduled to take
place on October 4, 2018 will deliberate on
the remuneration of the members of the Conglomerate Statutory Audit Committee, being proposed
40% for the Chairman of the Committee and 30% for the other members, of the average monthly
remuneration of the members of the Board of Executive Officers, excluding the amounts related to
additional vacations and benefits, in compliance with the provisions of art. 38, § 8 of Decree No.
8.945, of December 27, 2016, and are therefore bound to the adjustment of such fees, already
described above.
The members of the Board of Directors who participate in the
Statutory Audit Committee and the
Conglomerate Statutory Audit Committee shall waive the remuneration of the Board Member, as
established in art. 38, paragraph 8 of Decree No. 8.945, of December 27, 2016.
The monthly
fees of the members of the Statutory Audit Committee account for 100% of the
monthly fees of the Board Members, in compliance with the provisions of art. 38,
§ 8 of Decree No.
8945, dated December 27, 2016, and are therefore bound to the adjustment of such fees, as
described above. The members of the Board of Directors who participate in the Statutory Audit
Committee shall waive the compensation as a Board Member, as established in art. 38, paragraph 8
of Decree No. 8945, dated December 27, 2016, in any case, complying with the compensation limit
established by Law 9292/96.
The monthly fees of the members of other Advisory
Committees to the Board of Directors, as a
result of their participation in the Committee, account for 50% of the monthly fees of the Board
Members, and are therefore related to the adjustment of such fees, as described above. Even with
the participation of the members of the Board of Directors in the respective Committees, the
compensation limit established by Law 9292/96 would not be exceeded.
iv. Reasons justifying the compensation breakdown
The compensation breakdown is defined by decision of the Board of Directors.
v. Existence of members not paid by the issuer and the reasoning for such
Currently, four members of the Advisory Committees to the Board of Directors have no
compensation. However, this situation may change during the year.
c. Key performance
indicators that are taken into account in determining each compensation item:
Not applicable, since the compensation received is fixed, with no related indicator.
d. How compensation is structured to reflect the performance indicators progress:
Not applicable, since the compensation received is fixed, with no related indicator.
e. How
the compensation policy or practice is aligned with the short-, medium- and long-term
interests of the Company:
Fees: fixed compensation, without related indicator. The monthly fees of the members of the Audit
Committee account for 100% of the monthly fees of the Board Members. The compensation of the
members of other advisory committees accounts for 50% of the monthly fees of the Board of Directors,
as a result of their participation in the Committee.
It should be noted that the global
amounts to be paid for each member of the Board of Directors as
compensation, including pro-labore, direct and indirect benefits, compensation for attendance in
committees and others, are limited to the provisions of Law No. 9292, dated 12 of July 1996.
The monthly fixed compensation is paid to the members of the Advisory Committees to the Board of
Directors for the services rendered and is in line with the compensation practices in the market, aligned
with both the short-, medium- and long-term interests of the Company.
f. Existence of
compensation supported by subsidiaries, directly or indirectly controlled companies
or controllers:
Not applicable. There is no compensation supported by our subsidiaries, directly or indirectly controlled
companies or controllers.
g. Existence of any compensation or benefit related to a particular
corporate action, such as the
divesture of the Company’s corporate control:
Not applicable. There is no compensation or benefit related to a particular corporate action involving
the Company.
h. Practices and procedures adopted by the Board of Directors to define the
individual
compensation of the Board of Directors and the Executive Board, indicating
Not applicable.
V - STATUTORY TECHNICAL COMMITTEES:
Within the Company, the Executive Board is advised by the Statutory Technical Committee on
Investment and Divestment, with specific roles of analysis and recommendation on certain matters, in
compliance with the provisions of article 160 of Law 6404/76.
In addition, the members of the
Executive Board have seven (7) Statutory Advisory Technical
Committees comprised of the heads of the general structure of the Company, with specific roles of
analysis and recommendation on certain matters, in compliance with the provisions of article 160 of Law
6404/76: Statutory Technical Committee for Production and Technology Development; Statutory
Technical Committee of Exploration and Production; Statutory Technical Committee for Refining and
Natural Gas; Statutory Technical Committee of Financial and Investor Relations; Statutory Technical
Committee on Corporate Affairs; Statutory Technical Committee on Governance and Compliance; and
Statutory Technical Committee of Strategy, Organization and Management System.
The members of the Statutory Technical Committees have no compensation for their participation in
said Committees.
108
13.2 - Total Compensation of the Board of Directors, Statutory Executive Board and Fiscal Board
Total compensation forecast for the current Fiscal Year ending on 12/31/2018 - Annual
Basis
Board of Directors Executive Board Fiscal Board Total
Total number
of members
10.50 8.00 5.00 23.50
No. of paid
members
9.50 8.00 5.00 22.50
Annual fixed
compensation
Salary or prolabore
1,275,615.54 12,499,470.54 671,376.60 14,446,462.68
Direct and
indirect
benefits
165,000.03 1,263,145.74 0.00 1,428,145.74
Participation in
Committees
0.00 0.00 0.00 0.00
Others 248,409.34 3,946,410.43 134,275.32 4,329,095.10
Description of
other fixed
compensation
The amounts described in
the “Others” field refer to
Social Security (INSS)
charges.
The amounts described
in the “Others” field refer
to the Insurance Fund for
Employment Time
(FGTS) and Social
Security (INSS).
The values described in
the “Others” field refer
to Social Security (INSS)
charges.
Variable
compensation
Bonus 0.00 0.00 0.00 0.00
Profit sharing 0.00 0.00 0.00 0.00
Participation in
meetings
0.00 0.00 0.00 0.00
Commissions 0.00 0.00 0.00 0.00
Others 0.00 0.00
Description of
other variable
compensation
Postemployment
121,854.85 1,838,821.32 0.00 1,960,676.18
End of office
term
738,514.26 5,371,014.66 0.00 6,109,528.92
Stock
compensation
0.00 0.00 0.00 0.00
Note
The Chairman is a member of
the Board of Directors,
however this role has no
compensation. In addition, as
established in art. 38,
paragraph 8 of Decree No.
8945, dated December 27,
2016, the members of the
Board of Directors who
participate in the Statutory
Audit Committee shall waive
the compensation as a
member of the Board of
Directors. Currently, three
members of the Board of
Directors are members of the
Audit Committee.
The amounts and numbers
considered as of February are
projections.
The amountsaccount for the
period from January to
December of 2018, and
projected as of February.
The number of members was
determined pursuant to the
Official Letter CVM/SEP/No.
02/2018.
Members of the Board of
Directors and the Fiscal Board
do not receive payments for
vacations.
The Annual General Meeting
of Petrobras, to be held on
04/26/2018, will decide on the
global compensation of the
Board Members (Executive
Board and Board of Directors)
for the period from April 2018
to March 2019. On the same
meeting, a proposal for the
revision of Petrobras’ Bylaws
will be submitted for decision
in the Meeting, changing the
maximum number of
members of this board from
ten (10) to eleven (11).
The amounts described in the
field “End of Office Term”
refer to the paid quarantine.
The amounts and numbers
considered as of February
are projections.
The number of members
was determined pursuant to
the Official Letter
CVM/SEP/No. 02/2018.
The amountsaccount for
the period from January to
December of 2018, and
projected as of February.
The Annual General Meeting
of Petrobras, to be held on
04/26/2018, will decide on
the global compensation of
the Board Members
(Executive Board and Board
of Directors) for the period
from April 2018 to March
2019.
The difference between the
total compensation forecast
for 2018 (January to
December 2018) and the
total compensation
effectively paid in 2017
(January to December 2017)
is mainly due to the
following factor:
1) Provision of quarantine
for the members of the
Executive Board and Board
of Directors;
2) Provision of the
contribution of the Petros
Plan Deficit Rebalancing
Plan of the Petrobras
System related to the
sponsor part.
The amounts described in
the field “End of Office
Term” refer to the paid
quarantine.
The amounts and numbers
considered as of February
are projections.
The amountsaccount for
the period from January to
December of 2018, and
projected as of February.
The number of members
was determined pursuant to
the Official Letter
CVM/SEP/No. 02/2018.
Members of the Board of
Directors and the Fiscal
Board do not receive
amounts related to
vacations.
The Annual General Meeting
of Petrobras, to be held on
04/26/2018, will decide on
the global compensation of
the Board Members
(Executive Board and Board
of Directors) for the period
from April 2018 to March
2019.
Total
compensation
2,549,394.02 24,918,862.69 805,651.92 28,273,908.61
Total compensation forecast for the current Fiscal Year ending on 12/31/2017 - Annual Basis
Board of Directors Executive Board Fiscal Board Total
Total number
of members
9,00 7,92 5,00 21,92
No. of paid
members
5,75 7,92 5,00 18,67
Annual fixed
compensation
Salary or prolabore
785.572,85 12.124.724,61 680.483,74 13.590.781,20
Direct and
indirect
benefits
59.573,59 123.405,57 0,00 182.979,16
Participation in
Committees 0,00 0,00 0,00 0,00
Others 129.700,02 3.444.714,22 119.859,38 3.694.273,62
Description of
other fixed
compensation
The amounts described in
the “Others” field refer to
Social Security (INSS)
charges.
The amounts described
in the “Others” field refer
to the Insurance Fund for
Employment Time
(FGTS) and Social
The values described in
the “Others” field refer
to Social Security (INSS)
charges.
Variable
compensation
Bonus 0,00 0,00 0,00 0,00
Profit sharing
0,00 0,00 0,00 0,00
Participation in
meetings
0,00 0,00 0,00 0,00
Commissions 0,00 0,00 0,00 0,00
Others 0,00 0,00 0,00 0,00
Description of
other variable
compensation
Postl
0,00 1.041.817,72 0,00 1.041.817,72
End of office
term
0,00 0,00 0,00 0,00
Stock
compensation 0,00 0,00 0,00 0,00
Note The Chairman is a member of the
Board of
Directors, however this
participation is not remunerated.
The Chairman is a
member of the
Board of Directors, however this
participation is not
remunerated.
In addition, as established in art.
38, § 8 of Decree No.
8.945, of
December 27, 2016, the
members of the Board of
Directors who participate in the
Statutory Audit Committee shall
waive the remuneration of the
Board Member. Currently, three
members of the Board of
Directors are members of the
Audit Committee.
The amounts correspond to the
period from January to December
of 2017.
The number of members was
determined in the manner
specified in Official Circular CVM
/ SEP / No. 02/2018.
Members of the Board of
Directors and Fiscal Council do
not receive amounts related to
vacations.
The Annual General Meeting of
Petrobras, held on 04/27/2017,
approved the global remuneration
of the directors (Executive Board
and Board of Directors) for the
period from April 2017 to March
2018. In addition, it closed the
payment of Christmas bonus ,
unless there is a final favorable
and final decision by the TCU in
Process No. 03000.003329 /
2016-96, impacting on the
monthly fees of the Directors.
The values contained in the field
“Termination of employment”
refer to paid quarantine.
The amounts correspond to the
period from January to
December of 2017.
The number of members was
determined in the manner
specified in Official Circular
CVM / SEP / No. 02/2018.
The Annual General Meeting of
Petrobras, held on 04/27/2017,
approved the global
remuneration of the directors
(Executive Board and Board of
Directors) for the period from
April 2017 to March 2018. In
addition, it closed the payment
of Christmas bonus , unless
there is a final favorable and
final decision rendered by the
TCU in Case No.
03000.003329 / 2016-96.
The values contained in the
field “Termination of
employment” refer to paid
quarantine
The amounts correspond to the
period from January to
December of 2017.
The number of members was
determined in the manner
specified in Official Circular
CVM / SEP / No. 02/2018.
Members of the Board of
Directors and Fiscal Council do
not receive amounts related to
vacations.
The Annual General Meeting of
Petrobras, held on 04/27/2017,
approved the global
remuneration of the directors
(Executive Board and Board of
Directors) for the period from
April 2017 to March 2018. In
addition, it closed the payment
of Christmas bonus , unless
there is a final favorable and
final decision by the TCU in
Process No. 03000.003329 /
2016-96, impacting on the
monthly fees of the Directors.
Total
compensation 974.846,46 16.734.662,11 800.343,12 18.509.851,70
Total compensation forecast for the current Fiscal Year ending on 12/31/2016 - Annual Basis
Board of Directors Executive Board Fiscal Board Total
Total number
of members
11,00 7,67 5,00 23,67
No. of paid
members
9,33 7,67 5,00 22,00
Annual fixed
compensation
Salary or prolabore
1.266.754,76 11.734.608,57 713.119,97 13.714.483,30
Direct and
indirect
benefits
7.533,81 108.557,11 0,00 116.090,92
Participation in
Committees 54.456,54 0,00 0,00 54.456,54
Others 242.413,71 3.373.006,15 103.586,45
3.719.006,31
Description of
other fixed
compensation
The amounts described in
the “Others” field refer to
Social Security (INSS)
charges.
The amounts described
in the “Others” field refer
to the Insurance Fund for
Employment Time
(FGTS) and Social
Security (INSS).
The values described in
the “Others” field refer
to Social Security (INSS)
charges.
Variable
compensation
Bonus 0,00 0,00 0,00 0,00
Profit sharing 0,00 0,00 0,00 0,00
Participation in
meetings
0,00 0,00 0,00 0,00
Commissions 0,00 0,00 0,00 0,00
Others 0,00 0,00 0,00 0,00
Description of
other variable
compensation
Post-
0,00 1.055.069,89 0,00 1.055.069,89
End of office
term 0,00 700.567,20 0,00 700.567,20
Stock
compensation 0,00 0,00 0,00 0,00
Notes
The values correspond to the
period from January to December
2016.
The Chairman is a member of the
Board of Directors, however this
participation is not remunerated.
The Extraordinary General
Meeting (AGE), held on April 28,
2016, approved the amendment
of the Bylaws that withdraws the
provision of alternate members
for the Board of Directors.
Consequently, no remuneration
will be paid to alternates of this
Collegiate in the next term.
The Chief Financial and Investor
Relations Officer was a member
of the Alternate Board of
Directors, however this
participation was not
remunerated. And another
Alternate Director of
Administration, as per the norm of
the company of origin, was not
allowed the remuneration for
participation in Boards of
Directors.
The number of members was
determined in the manner
specified in Official Circular CVM
/ SEP / No. 02/2018.
Members of the Board of
Directors and Fiscal Council do
not receive amounts related to
vacations.
According to guidance from the
Department of Coordination and
Governance of State Enterprises
(DEST) of the Ministry of
Planning, Budget and
Management, a, the
remuneration for participation in
the Advisory Committees of the
Board of Directors should not be
included in the overall
remuneration of directors
approved by the Assembly.
According to DEST guidance,
through Circular Letter 30 /
DEST-MP, dated 01/26/2016, the
total amount of directors
proposed for resolution at the
General Shareholders’ Meeting of
Petrobras in 2016 was included in
the provision for supplementary
pension plans Administrative
Council.
The Annual General Meeting of
Petrobras, held on 04/28/2016,
approved the global remuneration
of the directors (Executive Board
and Board of Directors) for the
period from April 2016 to March
2017.
The values correspond to the
period from January to
December 2016.
The number of members was
determined in the manner
specified in Official Circular
CVM / SEP / No. 02/2018.
The Extraordinary
Shareholders’ Meeting of
Petrobras, held on 04/28/2016,
approved the global
remuneration of directors
(Executive Board and Board of
Directors) for the period from
April 2016 to March 2017.
The values contained in the
field “Termination of
employment” refer to paid
quarantine. At the General
Meeting held on 04/28/2016,
the inclusion in the Bylaws of
the quarantine figure provided
for in Law 12,813 / 2013 was
approved, which provides for
conflicts of interest in the
exercise of office or
employment of the Federal
Executive Branch and
impediments subsequent to the
exercise of the position or
public employment. The
remunerated quarantine will be
calculated by multiplying, for a
period of six months, the
monthly fee of the
administrators.
The values correspond to the
period from January to
December 2016.
The number of members was
determined in the manner
specified in Official Circular
CVM / SEP / No. 02/2018.
Members of the Board of
Directors and Fiscal Council do
not receive amounts related to
vacations.
The Extraordinary
Shareholders’ Meeting of
Petrobras, held on 04/28/2016,
approved the global
remuneration of directors
(Executive Board and Board of
Directors) for the period from
April 2016 to March 2017.
Total
compensation 1.571.158,82 16.971.808,92 816.706,42 19.359.674,16
Total compensation forecast for the current Fiscal Year ending on 12/31/2015 - Annual Basis
Board of Directors Executive Board Fiscal Board Total
Total number
of members
13,67 8,00 5,00 26,67
No. of paid
members
11,33 8,00 5,00 24,33
Annual fixed
compensation
Salary or prolabore
1.350.364,39 12.191.868,99 652.510,35 14.194.743,73
Direct and
indirect
benefits
16.235,32 567.735,25 0,00 583.970,57
Participation
in
82.675,70 0,00 0,00 82.675,70
Others 287.355,72 3.418.828,55 130.502,01 3.836.686,28
Description of
other fixed
compensation
According to guidance from the
Department of Coordination and
Governance of State Enterprises
(“DEST”) of the Ministry of
Planning, Budget and
Management, through Circular
Letter 05 / DEST-MP, dated
01/21/2014, were included in the
global amount of the
administrators proposed for
approval at the General
Shareholders’ Meeting of
Petrobras in 2014 the charges for
the Fund for the Guarantee of
Time of Service (FGTS) and
Social Security (INSS). These
charges were already practiced
by the Company but were not
explained in the amounts
previously approved by the
Petrobras General Meeting. At
the Extraordinary General
Meeting (“AGE”) of April 29,
2015, the respective charges
were included.
According to guidance from the
Department of Coordination
and Governance of State
Enterprises (DEST) of the
Ministry of Planning, Budget
and Management, Circular
Letter 05 / DEST-MP, dated
01/21/2014, was included in
the proposed global amount of
approval in the General
Meeting of shareholders of
Petrobras in 2014 the Charges
Guarantee Fund of the Time of
Service (FGTS) and Social
Security (INSS). These charges
were already practiced by the
Company but were not
explained in the amounts
previously approved by the
Petrobras General Meeting. At
the Extraordinary Shareholders’
Meeting held on April 29, 2015,
the respective charges
According to guidance from the
Department of Coordination
and Governance of State
Enterprises (DEST) of the
Ministry of Planning, Budget
and Management, Circular
Letter 05 / DEST-MP, dated
01/21/2014, was included in the
proposed global amount of
approval in the General
Meeting of shareholders of
Petrobras in 2014 the Charges
Guarantee Fund of the Time of
Service (FGTS) and Social
Security (INSS). These charges
were already practiced by the
Company, but were not
explained in the amounts
previously approved by
Petrobras’ General Meeting. At
the Extraordinary Shareholders’
Meeting held on April 29, 2015,
the respective charges
Variable
compensation
Bonus 0,00 0,00 0,00 0,00
Profit sharing 0,00 0,00
0,00 0,00
Participation
in meetings
0,00 0,00 0,00 0,00
Commissions 0,00 0,00 0,00 0,00
Others 0,00 0,00 0,00 0,00
Description of
other variable
compensation
Post-
0,00 820.869,97 0,00 820.869,97
End of office
term 0,00 0,00 0,00 0,00
Stock
compensation 0,00 0,00 0,00 0,00
116
Notes
The values correspond to the
period from January to December
2015.
The Chairman and Chief
Financial Officer are members of
the Board of Directors and
Alternate, respectively. However,
this participation is not
remunerated.
The number of members was
determined in the manner
specified in Official Circular CVM
/ SEP / No. 02/2018.
Members of the Board of
Directors and Fiscal Council do
not receive amounts related to
vacations.
The Extraordinary General
Meeting of Petrobras, held on
04/29/2015, approved the global
remuneration of the directors
(Executive Board and Board of
Directors) for the period from
April 2015 to March 2016.
The Extraordinary General
Meeting of Petrobras, held on
07/01/2015, approved the
increase in the overall
remuneration of the managers of
Petrobras to include, within the
global limit set by the General
Shareholders’ Meeting on
04/29/2015, the new composition
of the Board of Directors.
Administration. The proposal
contemplates the creation of
substitutes for the members of
the Board of Directors. The Board
of Directors will now consist of 10
full members and 10 alternate
members.
According to the guidance of the
Department of Coordination and
Governance of State Enterprises,
the remuneration for participation
in the Advisory Committees of the
Board of Directors should not be
included in the overall
remuneration of the
administrators approved at the
Meeting.
The values correspond to the
period from January to
December 2015.
The number of members was
determined in the manner
specified in Official Circular
CVM / SEP / No. 02/2018.
The variation between the total
compensation forecast for the
financial year 2015 (January to
December 2015) in relation to
the total remuneration actually
realized in 2014 (January to
December 2014) includes the
following factors:
1) Adjustment in the monthly
fees of the members of the
Executive Board of 8.09%,
corresponding to the IPCA
(forecast by the Central Bank
for the period April / 14 to
March / 15). The proposed
8.09% readjustment decided
by the EGM, held on
04/29/2015, will be effective as
of 01/04/2015.
2) By 2015, the estimated
amount contemplates eight
directors, while in 2014 the
realized contemplated seven.
3) As disclosed in the
Shareholders’ Participation
Manual, which appears in item
II of the call notice of the
Extraordinary General Meeting,
the balance of the total amount
of the management approved
by the AGE 2014 was used for
the payment of non-recurring
expenses in the estimated
value of R $ 1,431,017.29,
which includes payment of
housing allowance, airfare and
holiday balance for the years
2011 and 2012. Petrobras
clarifies that the use of the
balance of the total amount of
the administrators had a
favorable statement from the
Ministry of Mines and the
Department of Coordination
and Governance of State
Enterprises.
The Extraordinary General
Meeting of Petrobras, held on
04/29/2015, approved the
global remuneration of the
directors (Executive Board and
Board of Directors) for the
period from April 2015 to March
2016.
The values correspond to the
period from January to
December 2015.
The number of members was
determined in the manner
specified in Official Circular
CVM / SEP / No. 02/2018.
Members of the Board of
Directors and Fiscal Council do
not receive amounts related to
vacations.
The Extraordinary General
Meeting of Petrobras, held on
04/29/2015, approved the
global remuneration of the
directors (Executive Board and
Board of Directors) for the
period from April 2015 to March
2016.
Total
compensation 1.736.631.13 16.999.302.76 783.012,36 19.518.946,25
13.3 - Variable compensation of the Board of Directors, Statutory Executive Board and Fiscal Board
Variable compensation expected for the current fiscal year - 2018
Board of
Directors
Executive
Board
Fiscal Board Total
Total number of members 0.00 8.00 0.00 8.00
No. of paid members (1) 0.00 0.00 0.00 0.00
Bonus
Minimum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Maximum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Amount forecast in the
compensation plan, if goals are
achieved
0.00 0.00 0.00 0.00
Profit Sharing
Minimum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Maximum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Amount forecast in the
compensation plan, if goals are
achieved
0.00 0.00 0.00 0.00
Notes:
(1) Represents the number of officers and Board Members, as applicable, to which variable
compensation may be paid in the fiscal year, as set forth in Official Letter CVM/SEP/No. 02/2018.
Fiscal Year ended December 31, 2017
Board of
Directors
Executive
Board
Fiscal Board Total
Total number of members 0.00 8.00 0.00 8.00
No. of paid members (1) 0.00 0.00 0.00 0.00
Bonus
Minimum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Maximum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Amount forecast in the
compensation plan, if goals are
achieved
0.00 0.00 0.00 0.00
Amount effectively recognized in
the income for the fiscal year 0.00 0.00 0.00 0.00
Profit Sharing
Minimum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Maximum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Amount forecast in the
compensation plan, if goals are
achieved
0.00 0.00 0.00 0.00
Amount effectively recognized in
the income for the fiscal year
0.00 0.00 0.00 0.00
Notes:
(1) Represents the number of officers and Board Members, as applicable, to whom
variable
compensation was recognized in the issuer’s income for the fiscal year, as set forth in Official Circular
CVM/SEP/No. 02/2018.
Fiscal Year ended Saturday, December 31, 2016
Board of
Directors
Executive
Board
Fiscal Board Total
Total number of members 0.00 8.00 0.00 8.00
No. of paid members (1) 0.00 0.00 0.00 0.00
Bonus
Minimum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Maximum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Amount forecast in the
compensation plan, if goals are
achieved
0.00 0.00 0.00 0.00
Amount effectively recognized in
the income for the fiscal year 0.00 0.00 0.00 0.00
Profit Sharing
Minimum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Maximum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Amount forecast in the
compensation plan, if goals are
achieved
0.00 0.00 0.00 0.00
Amount effectively recognized in
the income for the fiscal year
0.00 0.00 0.00 0.00
Notes:
(1) Represents the number of officers and Board Members, as applicable, to whom
variable compensation
was recognized in the issuer’s income for the fiscal year, as set forth in Official Circular CVM/SEP/No.
02/2018.
Fiscal Year ended Thursday, December 31, 2015
Board of
Directors
Executive
Board
Fiscal Board Total
Total number of members 0.00 8.00 0.00 8.00
No. of paid members (1) 0.00 0.00 0.00 0.00
Bonus
Minimum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Maximum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Amount forecast in the
compensation plan, if goals were
achieved
0.00 0.00 0.00 0.00
Amount effectively recognized in
the income for the fiscal year
0.00 0.00 0.00 0.00
Profit Sharing 0.00 0.00 0.00 0.00
Minimum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Maximum amount forecast in the
compensation plan
0.00 0.00 0.00 0.00
Amount forecast in the
compensation plan, if goals were
achieved
0.00 0.00 0.00 0.00
Amount effectively recognized in
the income for the fiscal year
0.00 0.00 0.00 0.00
Notes:
(1) Represents the number of officers and Board Members, as applicable, to whom variable compensation
was recognized in the issuer’s income for the fiscal year, as set forth in Official Circular CVM/SEP/No.
02/2018.
13.4 - Stocks compensation plan of the Board of Directors and Statutory Executive Board
Not applicable, since the Company does not pay compensation in stocks.
13.5 - Stocks
compensation of the Board of Directors and the Statutory Executive Board
Not applicable, since the Company does not pay compensation in stocks.
13.6 - Information on nonexercised options held by the Board of Directors and the Statutory
Executive Board
Not applicable, since the Company does not pay compensation
in stocks.
13.7 - Exercised options and stocks delivered related to stock compensation of the Board of
Directors and the Statutory Executive Board
Not applicable, since the Company does not pay
compensation in stocks.
13.8 - Information required to understand the data disclosed in items 13.5 to 13.7 - Stock and option
pricing method
a. Pricing model
Not applicable, since the Company has no stock compensation plan.
b. Data and assumptions used
in the pricing model, including the weighted average stock price,
exercise price, expected volatility, option expiration, expected dividends and risk-free interest
rate
Not applicable, since the Company has no stock compensation plan.
c.
Method and assumptions used to incorporate the expected impacts of early exercise
Not applicable, since the Company has no stock compensation plan.
d. Determination of expected volatility
Not applicable, since the Company has no stock
compensation plan.
e. If any other option feature was incorporated in its fair value calculation
Not applicable, since the Company does not pay compensation in stocks.
13.9 - Interests in stocks, shares and other convertible securities held by managers and Fiscal Board
members - by group
Securities Issued by the Company on 12/31/2017
Executive Board
Securities Details Quantity
FGTS Share 0
Investment Fund Share 0
Common Stocks 0
Preferred Stocks 27,993
Board of Directors
Securities Details Quantity
FGTS share 0
Investment Fund Share 1
Common Stocks 100
Preferred Stocks 26,380
Fiscal Board *
Securities Details Quantity
FGTS share 0
Investment Fund Share 0
Common Stocks 309,000
Preferred Stocks 538,181
(*) Includes position held by alternate members
The members of the Board of Directors,
Statutory Executive Board or Fiscal Board, at the closing date
of the last fiscal year, did not directly or indirectly hold stocks or shares in Brazil or abroad,
or any other
securities convertible into stocks or shares, issued by the Company or its direct or indirect controllers
and/or companies controlled or under common control, at the closing date of the last fiscal year, other
than those listed in the foregoing tables.
13.10 - Information on pension plans granted to members of the Board of Directors and Executive
Board
Board of Directors Executive Board
Total number of members Not applicable 8
No. of paid members 7
Name of Plan Petros 2, Petros and Private Pension
Number of managers who qualify for
retirement
Since Petrobras managers are statutory in nature
and, consequently, may be removed from office at
any time by decision of the Board of
Directors or the
Shareholders’ Meeting, it is not necessary to
consider
the number or conditions of early
retirement.
Conditions for early retirement
Since Petrobras managers are statutory in nature
and, consequently, may be removed from office at
any time by decision of the Board of Directors or
the Shareholders’ Meeting, it is not
necessary to
consider the number or conditions of early
retirement.
Accumulated and updated amount of
contributions accrued up to the end of
the last fiscal year, less the portion
related to contributions made directly
by the managers
R$ 0,00 R$ 1,041,817.72
Accumulated amount of contributions
made up to the end of the last fiscal
year, less the portion related to
contributions made directly by the
managers
R$ 0,00 R$ 1,041,817.72
Possibility of early redemption and
conditions
The pension plans have specific conditions and rules
for early redemption, among which the
possibility of
redemption only of part of the contributions made
by the
participants. Overall, in the event that the
manager wishes to make the redemption, which can
only be carried out upon the end of office term in
the Company, the manager shall receive a
portion of
the balance relating to his/her contribution portion,
and amounts
related to the Company’s contribution
account cannot be redeemed. The alternative to
redemption is the self-contribution, which allows
the receipt of the benefits provided for in
the plan,
without the impacts that would be produced by the
loss of
employment with and the compensation paid
by the Company.
13.11 - Maximum, minimum and average individual compensation of the Board of Directors,
Statutory Executive Board and Fiscal Board
Annual Values
Executive Board
12/31/2017 12/31/2016 12/31/2015
Number of Members 7.92 7.67 8.00
No. of paid members 7.92 7.67 8.00
Value of the Highest
Compensation (Reais)
2,347,432.34 2,240,007.40 2,168,850.76
Amount of the Lowest
Compensation (Reais) 1,860,873.09 1,994,839.17 305,461.68
Average Amount of
Compensation (Reais)
2,112,962.39 2,212,752.14 2,124,912.84
Board of Directors
12/31/2017 12/31/2016 12/31/2015
Number of Members 9.00 11.00 13.67
No. of paid members 5.75 9.33 11.33
Value of the Highest
Compensation (Reais)
210,653.11 171,361.46 156,602.47
Amount of the Lowest
Compensation (Reais) 137,072.73 149,039.98 156,602.47
Average Amount of
Compensation (Reais) 169,538.52 168,338.59 153,277.24
Fiscal Board
12/31/2017 12/31/2016 12/31/2015
Number of Members 5.00 5.00 5.00
No. of paid members 5.00 5.00 5.00
Value of the Highest
Compensation (Reais)
164,487.28 170,868.54 156,602.47
Amount of the Lowest
Compensation (Reais)
164,487.28 170,868.54 156,602.47
Average Amount of
Compensation (Reais) 160,068.62 163,341.28 156,602.47
Executive Board
12/31/2017 The number of members
or each body was determined pursuant to the Official
Letter CVM/SEP/No. 02/2018.
- The value of the lowest individual annual compensation was calculated by
excluding members
in the role for less than twelve (12) months.
- In order to report the highest compensation, we considered all compensation
recognized in the income statement for the fiscal year, with the member holding the
highest
individual compensation acting in the role for twelve (12) months along the
fiscal year.
12/31/2016 The number of members or each body was determined pursuant to the Official
Letter
CVM/SEP/No. 02/2018.
- The value of the lowest individual annual compensation was calculated by
excluding members in the role for less than twelve (12) months.
- In order to report the
highest compensation, we considered all compensation
recognized in the income statement for the fiscal year, with the member holding the
highest individual compensation acting in the role for twelve (12) months along the
fiscal
year.
12/31/2015 The number of members or each body was determined pursuant to the Official
Letter CVM/SEP/No. 02/2018.
- The amount of the lowest individual annual compensation was
calculated
considering the compensation effectively recognized in the income for the year,
considering that all members were in the role for less than twelve (12) months.
- In order to
report the highest compensation, we considered all compensation
recognized in the income statement for the fiscal year, with the member holding the
highest individual compensation acting in the role for nine (9) months along the
fiscal year.
Board of Directors
12/31/2017 The number of members or each body was
determined pursuant to the Official
Letter CVM/SEP/No. 02/2018.
- The value
of the lowest individual annual compensation was calculated by
excluding members in the role for less than twelve (12) months.
- In order to report the highest compensation, we considered all compensation
recognized in
the income statement for the fiscal year, with the member holding the
highest individual compensation acting in the role for twelve (12) months along the
fiscal year.
12/31/2016 The number of members or each body was determined
pursuant to the Official
Letter CVM/SEP/No. 02/2018.
- The value of the
lowest individual annual compensation was calculated by
excluding members in the role for less than twelve (12) months.
- In order to report the highest compensation, we considered all compensation
recognized in
the income statement for the fiscal year, with the member holding the
highest individual compensation acting in the role for the twelve (12) months of the
fiscal year.
12/31/2015 The number of members or each body was determined
pursuant to the Official
Letter CVM/SEP/No. 02/2018.
- The value of the
lowest individual annual compensation was calculated by
excluding members in the role for less than twelve (12) months.
- In order to report the highest compensation, we considered all compensation
recognized in
the income statement for the fiscal year, with the member holding the
highest individual compensation acting in the role for the twelve (12) months of the
fiscal year.
Fiscal Board
12/31/2017 The number of members or
each body was determined pursuant to the Official
Letter CVM/SEP/No. 02/2018.
- The value of the lowest individual annual compensation was calculated by
excluding members in the role for less than twelve (12) months.
- In order to
report the highest compensation, we considered all compensation
recognized in the income statement for the fiscal year, with the member holding the
highest individual compensation acting in the role for twelve (12) months along the
fiscal
year.
12/31/2016 The number of members or each body was determined pursuant to the Official
Letter CVM/SEP/No. 02/2018.
- The value of the lowest individual annual compensation was
calculated by
excluding members in the role for less than twelve (12) months.
- In order to report the highest compensation, we considered all compensation
recognized in the income statement for the fiscal year, with the member holding the
highest individual compensation acting in the role for the twelve (12) months of the
fiscal
year.
12/31/2015 The number of members or each body was determined pursuant to the Official
Letter CVM/SEP/No. 02/2018.
- The value of the lowest individual annual compensation was
calculated by
excluding members in the role for less than twelve (12) months.
- In order to report the highest compensation, we considered all compensation
recognized in the income statement for the fiscal year, with the member holding the
highest individual compensation acting in the role for the twelve (12) months of the
fiscal
year.
13.12 - Compensation or indemnification mechanisms for managers in the event of dismissal or
retirement
To date, there have been no contractual arrangements or insurance policies for the
Company’s
managers in the event of dismissal or retirement.
For details
regarding insurance policies involving the payment or reimbursement of expenses borne by
the Company’s managers, see item 12.11 of the Company’s
Reference Form.
The Extraordinary General Meeting held on April 28, 2016, approved the review of the Bylaws to include
the quarantine, provided for in Law 12813/2013, was approved, which provides for conflicts of interest
in the exercise of office or employment in Federal Executive Bodies and further impediments after the
end of the public office term or employment. At the same time, at the Annual General Meeting, the
payment of the quarantine was dependent on the approval, on a case by case basis, of the Public Ethics
Committee of the Presidency of the Republic - CEP/PR, pursuant to the laws in force.
The paid
quarantine shall be calculated by multiplying, for a period of six months, the monthly fee of
the Board Members.
13.13 - Percentage in the total compensation held by managers and members of the Fiscal Board who
are parties related to the controllers
Executive Board Board of Directors Fiscal Board
2015 0.00% 0.00% 0.00%
2016 0.00% 0.00% 0.00%
2017 0.00% 0.00% 0.00%
13.14 - Compensation of managers and members of the Fiscal Board,
grouped by body, received for
any reason other than their role in office
No
compensation has been paid in the last three fiscal years for members of the Board of Directors,
Executive Board or Fiscal Board for any reason other than their
role in office.
13.15 - Compensation of members of the Board of Directors and Fiscal Board recognized in income of
direct or indirect controllers, companies under common control, and companies controlled by the
issuer
With regards to the last three (3) fiscal years, there are no amounts
recognized in income of direct or
indirect controllers of the Company, companies under common control, and subsidiaries, such as
compensation of members of the Board of Directors, Executive Board or Fiscal Board, even when not
related to the role in office in the Company.
13.16 - Other relevant information
The information referring to the years 2015 to 2017 is related to the period of the fiscal year, that is,
from January to December, and therefore does not correlate with the amount approved by the Annual
General Meeting (“AGO”), which accounts for the period from April to March of the following year.
In the information for the year 2018, from January to December, the number indicators and amounts
taken into account in the calculations, as of February, are projected.
The Annual General
Meeting of Petrobras, held on April 27, 2017, decided on the global compensation of
managers (Executive Board and Board of Directors) for the period from April
2017 to March 2018.
The Annual General Meeting (“AGO”), scheduled to take place on April 26, 2018, will resolve on the
overall compensation of managers (Executive Board and Board of Directors) for the period from April
2018 to March 2019.
PETROBRAS
PETR3
NÍVEL 2
BM&FBOVESPA
PETR4
BCBA
Bolsa de Comercio de Buenos Aires
PBR
PBRA
NYSE
Listed
LATIBEX
XPBR
DESTAQUE EM GOVERNANÇA DE ESTATAIS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 3, 2018.
| PETRÓLEO BRASILEIRO S.A—PETROBRAS | ||||||
| By: | /s/ Rafael Salvador Grisolia | |||||
| Rafael Salvador Grisolia | ||||||
| Chief Financial Officer and Investor Relations Officer | ||||||