CPFL Energia adopts differentiated practices of Corporate Governance, aligned with the best practices existing in Brazil and other countries. The Company also has its shares listed on the market segment with the highest level of governance – the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão (São Paulo Stock Exchange – B3) attending the following:
- Share capital comprising exclusively of common shares with the guarantee of equal treatment of controlling and minority shareholders in share disposal – 100% of tag along;
- Board of Directors composed of at least five and at most nine members of which two are independent members;
- Trading Policy of Securities;
- Code of Ethics and Business Conduct;
- Holding company is bound to submit all matters of arbitration to the B3’s Market Arbitration Chamber, pursuant to the Company’s Bylaws;
- Code of Ethics and Business Conduct;
- Ethics Channel - We encourage our employees and other stakeholders to report their concerns, questions, suggestions and complaints that contravene the guidelines of our Code of Ethical Conduct, our values and current legislation, including acts of corruption or other violations of Law No. 12,846/13. To this end, we provide a structured communication channel to receive reports in a secure, independent and anonymous manner. The Ethics Channel is available 24 hours a day, every day of the year and is managed by the company Contato Seguro;
- Annual Report published in consensus with the guidelines of the GRI (Global Reporting Initiative) and the international framework for integrated reporting IIRC (International Integrated Reporting Council);
- Certification of internal controls by the management (CEO and CFO) and by the independent auditors;
- Preliminary analysis by the Related Parties Committee of transactions involving companies linked to controlling shareholder;
- Annual Self-Evaluation of the members of the Board of Directors, Audit Committee and the Fiscal Council;
- Board of Directors, Advisory Committees, one of them being the Audit Committee, and permanent Fiscal Council with competencies and functions defined by Internal Regulations.
For additional information, please refer the documents below, in the tab “Bylaws, Codes and Policies”:
Governance Guidelines of CPFL Energia;
Internal Regulations of CPFL Energia’s Board of Directors;
Internal Regulations of CPFL Energia’s Board of Executives;
Internal Regulations of CPFL Energia's Fiscal Council;
Internal Regulations of CPFL Energia’s Audit Committee;
Board of Directors of CPFLEnergia S.A. Advisory Committees’and Commissions’ Internal Regulation
Policies.
CPFL Energia Model of Corporate Governance
The corporate governance model adopted by CPFL Energia and its subsidiaries is based on the principles of integrity, transparency, equity, accountability and sustainability.
In 2024, CPFL marked 20 years since being listed on the B3. With more than 100 years of history in Brazil, the Company’s shares are currently listed on the Novo Mercado Special Listing Segment of the B3, a special segment for companies that comply with corporate governance best practices.
In addition, CPFL Energia has a Corporate Governance Department that reports directly to the Board of Directors and advises the management and governance bodies.
CPFL Group’s governance is conducted by the Corporate Governance Guidelines, as well as by the Bylaws of the Holding and its subsidiaries. For more information, access the following link: Bylaws, Codes and Policies.
CPFL Energia’s Management is composed of the Board of Directors, Advisory Committees, Fiscal Council and the Board of Executive Officers. For additional information regarding the current composition of the corporate governance bodies, please refer to the following link: Management, Boards & Committees.
For additional information regarding Novo Mercado, please refer to the following documents: Bovespa Novo Mercado Listing Regulation executed by CPFL Energia;
B3 Novo Mercado Regulation (valid as of 03/14/2024).
As a reflection of these best practices, in 2024, the company was recognized as Best Corporate Governance by World Finance.
Compensation
Pursuant the Brazilian Corporate Law, the General Meeting is responsible for establishing the global compensation we pay to the members of our Board of Directors and our Board of Executive Officers. Once the global compensation is established, our Board of Directors is then responsible for setting individual compensation levels for the Board of Executive Officers. According to Holding’s Bylaws, our shareholders may grant profit sharing to the Executive Officers in the fiscal years in which the minimum mandatory dividend is distributed, respecting the legal limits.
On 2024 the review of the Compensation Policy was approved by the Board of Directors.