Hemobrás: Company Description

• Hemobrás's Social Statute was updated on April 19, 2024

Chapter 1: Description of the Company

• Hemobrás is a public company in the form of a closed-capital corporation, linked to the Ministry of Health and is governed by its statute
• Specifically, it is governed by Law 10.972 (December 2, 2004), Law 13.303 (June 30, 2016), Law 6.404 (December 15, 1976), and Decree 8.945 (December 27, 2016)
• Hemobrás has its headquarters and jurisdiction in Brasília, and is authorized to establish offices, branches, and representations nationwide to achieve its institutional objectives
• The duration of the company is indefinite
• Hemobrás's corporate purpose is the industrial production of:
• Blood products, primarily for treating patients under the Unified Health System (SUS)
• This is from the fractionation of plasma, obtained in Brazil, with the sale of its resulting products prohibited, though fractionation services are reimbursable under Law 10.205 (March 21, 2001)
• Biotechnological products, with the sale of resulting products allowed, subject to Decree 8.945 (2016), Article 44, §1º
• Hemobrás can fractionate plasma or purify intermediate products from abroad to meet domestic needs or provide services to other countries, under contract, prioritizing domestic needs
• Hemobrás is responsible for the following:
• Collecting, storing, and transporting plasma for fractionation
• Assessing the quality of services and plasma to be fractionated
• Fractionating plasma or purifying intermediate products to produce blood products
• Distributing blood products and biotechnological products
• Developing exchange programs with domestic and foreign entities
• Conducting research and development in blood products and biotechnology, including reagents for hemotherapy
• Establishing and maintaining quality assurance for materials, processes, services, and products
• Manufacturing biological products and reagents through genetic engineering or biotechnological processes
• Entering into contracts and agreements with national direct/indirect administration bodies, private companies, and international organizations for specialized technical services
• Training and improving necessary personnel
• Performing other activities related to its purposes
• Hemobrás cannot participate in companies directly providing the same services mentioned above or having related interests

Public Interest

• Hemobrás can orient its activities with the Union to contribute to the public interest that justified its creation, as long as these activities align with its corporate purpose
• The Union can only direct Hemobrás to assume obligations or responsibilities, including investment projects and operational costs/results, under different conditions than private companies in the same market when:
• Defined by law or regulation and foreseen in contracts/agreements with the competent public body, ensuring broad publicity, and
• Costs and revenues are detailed and transparently disclosed, including in accounting plans
• For the purpose of meeting these conditions, Hemobrás management must:
• Highlight assumed obligations/responsibilities in specific explanatory notes in the financial statements, and
• Describe them in a specific section of the management report
• When the Union directs Hemobrás, it will compensate Hemobrás each fiscal year for the difference between market conditions and the operational result/economic return if the undertaking is required to be compensated, as long as compensation is not occurring by other means
• The execution of these prerogatives will be subject to the Annual Charter, signed by the members of the Board of Directors

Capital Stock

• Hemobrás's capital stock is approximately $300 million USD (1,501,216,073 BRL), fully subscribed to the Union, divided into 1,201,768,292 ordinary shares without nominal value
• The capital stock may be altered as provided by law, but direct profit capitalization without routing through the reserve account is prohibited
• While preserving the Union's minimum participation of 51% of the capital stock, the capital stock increase may be completed by states or federal/state indirect administration entities
• The capitalization of the capital stock can occur by incorporating movable or immovable properties, upon the approval of the asset's evaluation by the general meeting
• The shares of Hemobrás's capital stock are indivisible and cannot be assigned or transferred to third parties without the Union's consent
• Financial charges will be applied to resources transferred for increasing Hemobrás's capital stock in accordance with existing legislation, from the day of transfer until the effective capitalization date
• This does not apply to resources transferred from January 1, 2017 onwards for capital increases, provided the invested amount is capitalized by the deadline for approving the financial statements for the year of transfer

Hemobrás Revenue

• Revenue comes from:
• Plasma fractionation services, among similar services
• Commercialization of biotechnological products
• Quality control services
• Transfer of developed technologies
• Research and development funds
• Budget allocations and assigned credits
• Revenue from credit operations, interest, and sale of assets/obsolete materials
• Donations
• Other sources of income
• Hemobrás can take out domestic and foreign loans to finance its activities, in compliance with relevant legislation

General Assembly

• General Assemblies will occur yearly within the first four months after each fiscal year-end to discuss matters prescribed by law and are held extraordinarily when required by social interests, legislation, or provisions of this Statute
• The General Assembly consists of the Union (represented by the Attorney General of the National Treasury)
• The President of Hemobrás's Board of Directors chairs the General Assembly meetings and will choose the Secretary of the General Assembly
• General Assembly meetings are convened by the President of the Board of Directors, subject to legal exceptions and deadlines
• The General Assembly will commence on the first call with the presence of the Union representative and the President of the Board of Directors

General Assembly Deliberations

• Unless otherwise required by law, resolutions are passed by a majority of the voting capital and recorded in the minutes
• In General Assemblies, only the subjects stated in the convocation notices will be discussed
• The General Assembly is responsible for:
• Alienating all or part of the shares of its capital stock or its controlled entities
• Alienating real estate directly linked to providing services and establishing real encumbrances on them
• There will also be statutory bodies which include:
• Board of Directors
• Executive Board
• Fiscal Council
• Audit Committee
• People, Eligibility, Succession and Remuneration Committee
• Hemobrás may have other advisory committees for the Board of Directors, subject to its Internal Regulations

Hemobrás Operations

• Hemobrás is managed by the Board of Directors and the Executive Board, according to their assigned powers and responsibilities under law and this Statute
• Given the regulations related to the indirect public sector, Administrators must manage Hemobrás respecting the principles and best practices adopted by national and international institutions on corporate governance
• Hemobrás must provide technical and administrative support to the statutory bodies

Administrators

• Hemobrás Administrators, including counselors representing employees/minority shareholders, must comply with the mandatory requirements and restrictions for their activities as per Laws 6.404 (December 15, 1976) and 13.303 (June 30, 2016), and Decree 8.945 (December 27, 2016)
• Elected members for the Executive Board must hold a minimum of 4 years of experience in a managerial role directly related to the board area they are selected for, along with observing the company's Nomination Policy
• The Board of Directors will provide a non-binding recommendation of new members and profiles for the General Assembly's approval
• All requirements and restrictions must be respected for every appointment and election, including reappointments
• Requirements must be documented in the format required by the State-Owned Enterprises Coordination and Governance Secretariat
• The absence of required documents will result in the rejection by the People, Eligibility, Succession, and Remuneration Committee
• This committee is responsible for checking the requirements and restrictions utilizing the presented self-declaration and documentation

Taking Office and Reappointment

• Members of the Board of Directors, Executive Board, and statutory Committees will take office by signing a Term of Office in the respective collegiate's minutes book, within 30 days from their election/appointment
• The Term of Office must indicate an address where the administrator will receive notifications in administrative/judicial processes related managing actions
• This address is assumed valid once delivered, with any changes only valid after written communication
• The Term of Office will state the administrator's compliance with the Code of Conduct and Integrity, along with company policies
• Members of the Fiscal Council will take office regardless of signing a term of its position on the date of their election/appointment
• New members must present to Hemobrás their Annual Income Tax Adjustment Declaration before starting their functions

Administrators and Loss of Management

• Along with legal provisions, a position will be vacant when:
• A Council, Fiscal, or Advisory Committee member misses two consecutive or three alternating meetings out of the last twelve, without justification
• An Executive Board member is absent from their position for more than 30 consecutive days, except for authorized leave or vacation
• Statutory bodies will meet with a majority of their members present
• Collegiate decisions are made by a majority vote of the members present, with a requirement of being recorded in the minutes
• In case of a non-unanimous decision, dissenting votes will be recorded, and the dissenting member is excused of responsibility if they state their disagreement in the meeting minutes or immediately inform the Collegiate in writing
• The Presidents of the Board of Directors and Executive Board hold the deciding vote in collegiate deliberations, in addition to their personal vote

Statutory Body Regulations

• Members of a statutory body may attend meetings of other bodies if invited, without the right to vote
• Attendance at statutory body meetings must be in person, with participation via tele- or videoconference allowed with approved justification
• Statutory members are called by their respective Presidents or by a majority of the members of the Collegiate
• The Audit Committee may also be called by the Board of Directors
• Meeting agendas must be distributed at least 5 business days in advance, unless properly justified by the company and accepted by the collegiate
• The compensation for statutory members and advisory committees will be set annually in the General Assembly, and must be compliant with existing legislation, with other forms of compensation are prohibited
• Members of the Board of Directors, Fiscal Council, Audit Committee, and other statutory bodies will have their travel and accommodation expenses reimbursed when held out of the city they reside in
• Monthly compensation to the members of the Board of Directors and HEMOBRÁS's Fiscal shall not exceed 10% of the average monthly compensation received by the Directors, excluding any additional or benefits, being prohibited the payment of any kind of participation in the company profits

Board Trainings

• Administrators and Fiscal Councilors, including employee representatives, must participate annually in specific trainings provided by the Company, in compliance with Law 13.303 (2016), and Decree 8.945 (2016)
• Reelection of an administrator/Fiscal Counselor will be prohibited if the party does not participate in annual trainings
• There have to be a Code of Conduct and Integrity
• When deliberating, any member who is non-independent regarding the subject under discussion must disclose their conflict of interest
• An Administrator or Fiscal Councilor bares responsibility under the law for damages caused during the exercise of their functions

Responsibilities Under Law

• Hemobrás must ensure the defense of current and former Executive Board and Board of Directors members in judicial/administrative processes against them
• Administrators and Fiscal Councilors, as well as former administrators and councilors, are guaranteed access to the company’s information and documents necessary for their administrative/judicial defense in actions brought by third parties
• The above benefit applies to the members of the Audit Committee and to those who appear in the passive pole of a judicial/administrative process, due to acts practiced in the exercise of delegated competence by the administrators
• The form of defense will be defined by the Board of Directors
• The beneficiary must reimburse the company all defense costs and expenses if legally condemned due to legal or Statutory violation or by intentional misconduct
• It has to maintain civil liability insurance to protect Administrators and Fiscal Councilors

Quarantine

• Executive Board members are restricted from performing activities that present a conflict, according to pertinent legislation
• After leaving their position, former Executive Board members may receive compensation equivalent to their monthly payment, provided during the period of restrictions
• This compensatory compensation is nullified if a member returns to public or private administrative functions before the set restrictions
• The configuration will depend on the Public Ethics Commission
• The Board of Directors is the collegiate body when it comes to the company and must look out to its interests

Board Characteristics

• The Board of Directors is the organ of strategic and collegiate deliberation of the company, acting in the interests of Hemobrás across all its activities as well as society
• The Council is assembled by eleven members
• 4 appointed by the State Minister of Health
• 1 appointed by the State Minister of Finance
• 1 appointed by the State Minister of Management and Innovation of Public Service
• 1 representative of the Health Department responsible for blood and components
• 1 representative of the National Council of Health Secretaries
• 1 representative of the workers according to Law nº12.353, from December 28, 2010
• 1 representative of the users of the Health Department
• The President of the Council of Administration and his substitute must be selected from the members appointed from the Health Minister
• Executive members can't compose the Council
• Independent members of the Board of Directors must have at least 25%
• To be characterized as qualified by the art. 22, paragraph $1, from Law nº13.303, of June 30 2016
• Considering, for counting purposes, the vacancies destined to the members, those occupied by councilors elected for the vacancies anticipated in the items V, VI and VIII of Art. 57

Tenure Terms

• There will be 2 year tenures for the Council's management
• Periods that had occurred less than two years prior cannot be counted
• If the limit has been reached, the return to the Council for a company's member can only occur equivalent to a management term has passed
• The tenure term for members of the Council can be extended until the effective investiture of new members
• If a counselor's position has been emptied then the President can only fill it if he tells the related organization
• The organization will in-turn serve until the first General Assembly
• If most positions become emptied, the council can call for a new Assembly

Council Meetings

• The Council can only be established if most members attend
• Meetings must occur once a month or when necessary
• Minutes must be clearly written with an account of who was there, dissenting votes and abstentions in voting

Council Competition

• The Council is charged with the following
• To orient the company's businesses
• To elect and dismiss members of the Directory and assign responsibilities
• To oversee managing by the Director, examine books and other acts
• Manifest previously about submission to Assemblies by shareholders
• Approve the inclusion of matters for convocation and non rubrics for "assorted topics"
• Call a general assembly
• Manifest over reports from the director
• Authorize actions of relatives

Financial Planning

• Approving conformity by the company
• Evaluate the companies leadership under Law nº13.303, from June 30 2016 and the comitee with methodical support for People's eligibility
• Promote an analysis of long term executives
• Approve regulators
• Oversee the governance of the council
• Annually analyze strategic alignment and operation in the company

President

• Is responsible for observing statutory Socials
• He must manage businesses with the Ministery of Health
• The Directory must manage things in accordance with regulations charted by the Council
• The Directory is responsible for managing the company in a functional manner based on chartings made by the Council

Directory Composition

• The Director has to be composed of 3 elected Executives with one of them being the President
• Conditions to be a Director must be a compliance with regulations.

Financial Statements

• It should look to benefit and benefit from the company's finance's,
• Members should ensure that the statements are correct
• This is achieved through internal audits
• Conformity to compliance is important
• 3 year limits exist for members
• Internal audits are tied to the council
• Internal audits must be compiled

Conformity of Risk

• Is closely linked to financial statements
• The Council is there to ensure that the statements are done correctly
• There are guidelines to look out for to ensure no mistakes
• Auditors are selected carefully

Comitee Responsibilities

• There must be proper communication skills
• The committee should be competent
• They must elaborate and be diligent
• The functions of the audit must be carefully checked
• There should be annual reports

Successes

• Good indicators should be given for members of the Council
• There should be 3 members
• Members should have the right skill-set
• Directors must respect processes
• 3 years terms for staff are given

General Workers

• Workers are subject to the CLT, and internal regulations of the businesses
• They must pass public tests and show their qualifications
• Payments are laid by salary plans
• Appointments must be in writing for the State's approval

Other Conditions

• Those in functions of trust must submit their declaration of goods

Details about Hemobrás's establishment, governance, and objectives. Hemobrás is linked to the Ministry of Health and governed by laws such as Law 10.972 and Law 13.303. Its primary purpose is the industrial production of blood products for the Unified Health System (SUS) from plasma fractionation.