Governance Overview

According to the Brazilian Corporate Governance Institute (IBGC), Corporate Governance is the system by which companies and other organizations are directed, monitored and encouraged, involving relationships between partners, board of directors, board of executive officers, supervisory and control bodies and other interested parties.

The concern of Corporate Governance is to create an efficient set of mechanisms, both incentives and monitoring, to ensure that executives’ behavior is always in line with the interests of stakeholders.

The company that opts for good Corporate Governance practices adopts transparency, accountability, fairness and corporate responsibility.

Another contribution to the applicability of Governance practices came from the São Paulo Stock Exchange, by creating special listing segments for companies with higher Corporate Governance standards. In addition to the traditional market (basic), there are five special listing segments of Governance: Bovespa Mais, Bovespa Mais Level 2, Level 1, Level 2 and Novo Mercado, whose objective was to improve the evaluation for companies that decide to join, voluntarily, one of those listing segments.


Novo Mercado

Implemented by B3, the Novo Mercado , Nível 2, Nível 1, Bovespa Mais Nível 1 and Bovespa Mais Nível 2 are special listing segments developed to provide a trading environment that stimulated at the same time, investor interest and the valuation of companies. Launched in 2000, Companies registered in the Novo Mercado take on commitments of corporate governance in addition to those that already exists in current legislation (S.A. law).

These commitments are related to the provision of information that facilitate the monitoring and supervision of acts of company’s management and controllers, and the adoption of corporate rules that best balance the rights of all shareholders, whether controller or investor.

The improvement in the quality of information provided by the company and the expansion of corporate rights reduce the uncertainties in the evaluation process and in the investments and consequently the risk. Thus, because of increased confidence, rises the willingness of investors to purchase shares of the company, becoming partners in this.

The risk reduction also leads to better pricing of shares, which encourages new IPOs and new equity issues, strengthening the stock market as an alternative source of financing for companies.

Since its voluntary membership in 2011, the Company has been part of the Novo Mercado.


Corporate Governance at TIM

TIM S.A. is a publicly-held corporation managed by a Board of Directors and a Statutory Board of Executive Officers, and supervised by a Fiscal Council, which has its duties and responsibilities determined in Brazilian law, in the Company’s Bylaws, The Novo Mercado Listing Rules and their respective Internal Regulations.

The Board of Directors has the support of four committees: (i) Compensation Committee; (ii) Control and Risks Committee; (iii) ESG Committee; and (iv) Statutory Audit Committee, the latter following the rules of the Brazilian Securities and Exchange Commission (CVM), also reflected in the Company’s Bylaws and its Internal Rules. The others described above operate indefinitely and act independently, with their definitions of composition and activities listed in the Internal Rules of the Committees (Portuguese only) for the items (i) and (ii) and in the Internal Rules of the ESG Committee for the item (iii).

In the conduct of its business, guided by ethics and loyalty, in good faith, the Company seeks to: (i) act with transparency in business, (ii) promote loyalty in competition; (Iii) excellence in market competitiveness; (Iv) attend to the well-being and growth of the community in which it operates; (V) to value their human resources; and (vi) promote sustainable development.

Since its voluntary accession in 2011, TIM is part of the Novo Mercado, the highest level of Corporate Governance of B3.