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 April, 2017
(Commission File No. 1-14862 )
BRASKEM S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant's name into English)
Rua Eteno, 1561, Polo Petroquimico de Camacari
Camacari, Bahia - CEP 42810-000 Brazil
(Address of principal executive offices)
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 ___X___ Form 40-F ______
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1). _____
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7). _____
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 ___X___
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____.
BRASKEM S.A.
C.N.P.J. No. 42.150.391/0001-70
N.I.R.E. 29300006939
A Publicly-held Company
MANAGEMENT PROPOSAL
TO THE ORDINARY GENERAL MEETING OF BRASKEM S.A.
TO BE HELD ON APRIL 28, 2017
Dear Shareholders,
The Management of Braskem S.A. (“
Company
” or “
Braskem
”) hereby submits this management proposal (“
Proposal
”) to the Ordinary General Meeting of Braskem, to be held on April 28, 2017 (“
Meeting
”), in compliance with the provision set forth in the Brazilian Securities Exchange Commission (“CVM”) Ruling 481, of December 17, 2009, as amended (“
CVM Ruling 481
”).
First, the Company's Management would like to inform the Shareholders that, as disclosed in the Material Facts of February 21, 2017 and March 28, 2017, on the date hereof the Company has not yet completed its audited financial statements for the year ended on December 31, 2016 (“
Financial Statements
”), due to the execution of the global leniency agreement with the public authorities which is the subject matter of Material Facts of December 14 and 21, 2016, and the Company has performed and is performing the necessary appraisals on its processes and controls, which had an impact on the work schedule before the independent auditors.
Therefore, the Company will continue to employ its best efforts to conclude the preparation of its audited financial statements as soon as possible and reaffirms that it does not expect any significant changes from the unaudited results disclosed earlier.
As such, the Annual Shareholders Meeting scheduled for April 28, 2017 will consider and vote on the following: (i) election of members of the Audit Board; and (ii) annual and overall compensation of Managers and Audit Board members for fiscal year 2017.
Once the audited financial statements are published, a Shareholders Meeting will be called to: (i) examine, discuss and vote on the Management Report and respective management accounts, and on the financial statements of the Company for fiscal year 2016; and (ii) consider and vote on the allocation of the net income from fiscal year 2016.
In view of the foregoing and considering the Company's interest, the Management presents the following information with regard to the matters included in the agenda for the mentioned Meeting:
1
1. Resolve
on the election of the members of the Company’s Fiscal
Board:
The Company’s
Management proposes to resolve on the election of five (5) effective members and
their respective alternates to the Company’s Fiscal Board, for a term of office
effective up to the date of the next Ordinary General Meeting concerning the
financial year to end on December 31, 2017.
Exhibit
I
to
this Proposal includes the list and information about the candidates recommended
by the Company’s Management, as set forth in Article 10 of CVM Ruling
481/09.
2. Resolve
on the annual and global compensation for the managers and members of the Fiscal
Board for the financial year ending on December 31,
2017:
The total amount
proposed for the financial year of 2017 related to the overall compensation of
the Managers in 2017 is BRL 46,454 thousand, including fixed and variable fees
related to payroll charges recognized in the Company's results and benefits.
Moreover, the Management proposes for the financial year of 2017 the amount of
BRL 808 thousand concerning compensation to the Fiscal Board’s members, in
compliance with the provision of article 162, Paragraph 3, of the Corporation
Law; therefore, totaling a global compensation to the Managers and the Fiscal
Board in the amount of BRL 47,262 thousand.
Pursuant to article 12
of CVM Ruling 481, this Proposal contains thorough information referring to the
setting of compensation for Managers and members of the Fiscal Board, pursuant
to
Exhibits II
and
III
hereto.
The annual and global
compensation amount proposed above is based on a composition estimate for
Managers’ fees pursuant to market reference, considering monthly fees (offset
arising from inflation and merits), variable fees (according to seniority and
challenges) and short-term benefits.
Shareholders’
Representation
3.
The participation of
the Shareholder in the Meeting may be done in person or by proxy duly
established, or through remote voting bulletin, and detailed guidelines
regarding the documentation required for remote voting are set forth in the
Proposal, in the Call Notice for the Meeting disclosed on this date and in item
12.2 of the Company's Reference Form. Additional information of the
participation in the Meeting are described below:
(a)
In
person or by proxy
: with a view to expediting the works of the Meeting, the
Company's Management requests that the Shareholders file with the Company, at
the offices located at Rua Lemos Monteiro, 120, 22º andar, CEP 05501-050, São
Paulo, SP, 72 hours prior to the date scheduled for the Meeting, the following
documents: (i) evidence issued by the financial institution depositary of the
book-entry shares held thereby, proving ownership of the shares, 8 days prior to
the holding of the Meeting; (ii) power of attorney, duly compliant with the law,
in case
of proxy representation
of the shareholder, with grantor’s signature certified by a notary public,
notarization, consularization or apostille annotation (as the case may be) and
sworn translation, together with the articles of incorporation, bylaws or
articles of association, minutes of the Board of Directors' election (if any)
and minutes of the Executive Board election if the shareholder is a legal
entity; and/or (iii) with respect to shareholders participating in the fungible
custody of registered shares, a statement with the respective equity interest,
issued by the competent body. The Company’s shareholder or legal representative
thereof shall attend the Meeting bearing proper identification documents.
2
However, it is worth
stressing that, under paragraph 2 of article 5 of CVM Ruling 481, the
shareholder that attends the Meeting with the required documents may participate
and vote, even if he/she has not delivered them in advance, as requested by the
Company.
The Company shall not
accept powers of attorney granted by shareholders by electronic
means.
(b)
Remote Voting Bulletin
: the Company shall adopt the
remote voting under the terms of CVM Ruling 481, thus allowing its Shareholders
to send their votes pursuant to
Exhibit IV
to this Proposal: (i)
through their respective custody agents; (ii) through the registrar of the
Company's shares (Itaú Corretora de Valores S/A); or (iii) directly to the
Company, as per the guidelines contained in the bulletin and in item 12.2 of its
Reference Form.
The remote voting
bulletin included in
Exhibit IV
hereto presents the matters
comprising the Meeting’s agenda, described in items 1 and 2 hereof. The
shareholders who choose to cast their votes remotely at the Meeting shall fill
out the remote voting bulletin made available by the Company, stating if they
wish to approve, reject or abstain from voting on the resolutions described in
the bulletin, in compliance with the procedures described
above.
Finally, all legal and
regulatory exhibits are detailed in this Proposal.
The
Management
***
3
EXHIBIT
|
PAGE
|
EXHIBIT I –
Indication of candidates to occupy the positions of effective and
alternate members of the Fiscal Board of the Company, according to
information provided in items 12.5 to 12.10 of the Reference Form, under
the terms of article 10, item I, of CVM Ruling 481.
|
5
|
|
|
EXHIBIT II –
Proposal for compensation of the managers, under the terms of article 12,
item I, of CVM Ruling 481.
|
14
|
|
|
EXHIBIT III –
Proposal for compensation of the managers, as informed in item 13 of the
Reference Form, under the terms of article 12, item II, of CVM Ruling
481.
|
16
|
|
|
EXHIBIT IV –
Remote voting bulletin
|
42
|
4
BRASKEM
S.A.
C.N.P.J. No.
42.150.391/0001-70
N.I.R.E.
29300006939
A Publicly-held
Company
EXHIBIT I
MANAGEMENT
PROPOSAL
TO THE ORDINARY GENERAL
MEETING OF BRASKEM S.A.
TO BE HELD ON APRIL 28,
2017
Appointment of
candidates to fill the positions of effective and alternate members of the
Company's Fiscal Board, according to information presented in items 12.5 to
12.10 of the Reference Form, pursuant to article 10, item I, of CVM Ruling
481.
12.5 / 12.6 –
Composition and professional experience of Management and Fiscal
Board
Upon receipt the
information of the nominees for the positions of members of the Fiscal Board by
the shareholder Petróleo Brasileiro S.A., pursuant to the option set forth in
the Shareholders' Agreement, executed on February 8, 2010, Braskem hereby
restates this Management Proposal (version 2)..
In observance of the
limitation of the number of seats in the Fiscal Board, as provided for in
article 40, main section of the Company's Bylaws, the Management's Proposal is
that the composition of the Company's Fiscal Board for the term ending at the
Ordinary General Meeting that resolves on the financial statements referring to
the financial year ending on December 31, 2017, shall be as follows: five (5)
effective members and five (5) alternate members, as informed in the charts
below.
The current composition
of the Board of Directors was elected at the Ordinary General Meeting held on
April 6, 2016, for a term of 2 years, which shall end at the Ordinary General
Meeting of the Company that resolves on the financial statements for the
financial year to be closed on December 31, 2017. Accordingly, there shall be no
election of members for the Board of Directors at the Ordinary General Meeting
of the Company to be held on April 28, 2017.
5
CANDIDATES -
SEATING MEMBERS FOR THE FISCAL BOARD
|
Name
|
Date of birth
|
Management
body
|
Date of
election
|
Term
|
Number of
consecutive terms of office
|
Individual
Taxpayer's Register (CPF)
|
Profession
|
Elective position
indicated
|
Date of
investiture
|
Indicated by the
controller
|
Total meetings
held by the respective body since investiture
|
Other positions
and offices held at the Company
|
Meetings
attendance percentage (%)
|
1)
ISMAEL CAMPOS DE ABREU
|
14/08/1955
|
Belongs only to the Fiscal
Board
|
28/04/2017
|
1 YEAR
|
Indication is for the 15th term of office
|
075.434.415-00
|
Accountant
|
Fiscal Board (Sitting Member)
|
28/04/2017
|
Yes
|
9
|
No other positions or offices held at the Company
|
|
|
|
|
100%
|
|
|
|
|
|
|
|
2)
ALUIZIO DA ROCHA COELHO
NETO
|
16/10/1972
|
Belongs to the
Fiscal Board
|
28/04/2017
|
1
YEAR
|
Indication is for
the 8th term of office
|
031.525.087-94
|
Accountant
|
Fiscal Board
(Sitting Member)
|
28/04/2017
|
Yes
|
9
|
No other positions
or offices at the Company
|
|
|
|
|
100%
|
3)
GILBERTO
BRAGA
|
08/10/1960
|
Belongs only to
the Fiscal Board
|
28/04/2017
|
1
YEAR
|
Indication is for
the 1st term of office
|
595.468.247-04
|
Economist
|
Fiscal Board
(Sitting Member)
|
28/04/2017
|
Yes
|
n/a
|
No other positions
or offices held at the Company
|
|
|
|
|
n/a
|
4)
MARCOS ANTÔNIO ZACARIAS
(Candidate 2 as indicated in the Remote Voting Bulletin of
29/03/2017)
|
16/05/1960
|
Belongs only to the Fiscal Board
|
28/04/2017
|
1
YEAR
|
Indication is for
the 1st term of office
|
663.780.367-72
|
Accountant
|
Fiscal Board (Sitting Member)
|
28/04/2017
|
Yes
|
n/a
|
No other positions
or offices held at the Company
.
|
|
|
|
|
n/a
|
5)
CRISTIANO GADELHA VIDAL
CAMPELO (Candidate 1 as indicated in the Remote Voting Bulletin of
29/03/2017)
|
03/08/1981
|
Belongs only to the Fiscal Board
|
28/04/2017
|
1
YEAR
|
Indication is for
the 2nd term of office
|
045.136.486-43
|
Attorney
|
Fiscal Board (Sitting Member)
|
28/04/2017
|
Yes
|
9
|
No other positions
or offices held at the Company
.
|
|
|
|
|
100%
|
CANDIDATES -
RESPECTIVE SITTING MEMBERS FOR THE FISCAL BOARD
|
Name
|
Date of birth
|
Management
body
|
Date of
election
|
Term
|
Number of
consecutive terms of office
|
CPF
|
Profession
|
Elective position
indicated
|
Date of
investiture
|
Indicated by the
controller
|
Total meetings
held by the respective body since investiture
|
Other positions
and offices held at the Company
|
Meetings
attendance percentage (%)
|
1)
IVAN SILVA
DUARTE
|
11/10/1973
|
Belongs only to
the Fiscal Board
|
28/04/2017
|
1
YEAR
|
Indication is for
the 2nd term of office
|
611.242.065-15
|
Accountant
|
Fiscal Board
(Alternate)
|
28/04/2017
|
Yes
|
9
|
No other positions
or offices held at the Company
|
|
|
|
|
0%
|
2)
CRISTIANE DA ROCHA RIBEIRO DE
SOUZA
|
18/08/1968
|
Belongs only to
the Fiscal Board
|
28/04/2017
|
1
YEAR
|
Indication is for
the 1st term of office
|
465.248.605-78
|
Accountant
|
Fiscal Board
(Alternate)
|
28/04/2017
|
Yes
|
n/a
|
No other positions
or offices held at the Company
|
|
|
|
|
n/a
|
3)
ANA PATRÍCIA
SOARES NOGUEIRA
|
10/12/1969
|
Belongs only to
the Fiscal Board
|
28/04/2017
|
1
YEAR
|
Indication is for
the 1st term of office
|
535.222.575-53
|
Attorney
|
Fiscal Board
(Alternate)
|
28/04/2017
|
Yes
|
n/a
|
No other positions
or offices held at the Company
|
|
|
|
|
n/a
|
4)
ALEXANDRE
ANTÔNIO GERMANO BITTENCOURT (Candidate 1 as indicated in the Remote Voting
Bulletin of 29/03/2017)
|
22/06/1973
|
Belongs only to
the Fiscal Board
|
28/04/2017
|
1
YEAR
|
Indication is for
the 1st term of office
|
023.566.417-00
|
Economist
|
Fiscal Board
(Alternate)
|
28/04/2017
|
Yes
|
n/a
|
No other positions
or offices held at the Company
|
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional experience / Declaration of possible
convictions / Independence Criteria
|
6
ISMAEL CAMPOS DE ABREU -
075.434.415-00
Mr. Ismael de Abreu has
worked since April 2011 as an Officer at Kieppe Participações e Administração
Ltda., a company that indirectly holds an interest greater than 5% in similar
kind or class of securities in the Company. From 1995 to March 2011, he has
worked as a controller of Odebrecht S.A. (“Odebrecht”), a company that
indirectly holds an interest exceeding 5% in similar kind or class of securities
of the Company. The companies listed above are part of the same economic group
of the issuer.
From 1978 to 1985, he
has worked as a Manager at the Tax Consulting division of
PricewaterhouseCoopers; from 1986 to 1988, he has worked as a controller at
Corrêa Ribeiro S.A. Comércio e Indústria; from 1989 to 1991, he worked as a
Manager in the consultancy department at Arthur Andersen; and from 1992 to 1995,
he was a shareholder in Performance Auditoria e Consultoria. He was a member of
the Fiscal Board of Petroflex Indústria e Comércio S.A. (“Petroflex”), until the
sale of the interest held by the Company in Petroflex in April 2008. From March
2006 to March 2008, he worked as a member of the Fiscal Board at Companhia
Petroquímica do Sul – Copesul (petrochemical sector).
Mr. Abreu is an
Accounting graduate from Fundação Visconde de Cairú and holds a postgraduate
degree in Economic Engineering from Centro Interamericano de Desenvolvimento.
Mr. Abreu does not occupy a Management position in any third sector
organization. The Board Member declares that he is not subject to: (a) any
criminally adverse sentence; (b) any adverse sentence in administrative
proceedings of the Brazilian Securities Commission (CVM); and (c) any adverse
sentence rendered final and unappealable in the judicial or administrative
spheres, which has suspended or incapacitated him to perform any professional or
commercial activity. The Board Member declares not to be a politically exposed
person pursuant to CVM Normative Ruling 301/99.
ALUIZIO DA ROCHA COELHO NETO -
031.525.087-94
ALUIZIO DA ROCHA COELHO
NETO.
Elected member of the
Fiscal Board as Odebrecht's representative in April 2010, Mr. Coelho Neto is
currently in charge of Odebrecht S.A.'s Controllership, having been the leader
of the Controllership, International Tax Planning and Treasury Department of
Construtora Norberto Odebrecht SA between 2006 and 2016, a Company that belongs
to the same economic group as the issuer. From 2002 to 2008, Mr. Coelho Neto
worked at the Company’s tax department, in the position of Tax Planning Manager.
He previously worked for 9 years at PricewaterhouseCoopers. Mr. Coelho Neto
holds a degree in Accounting from Universidade Federal do Espírito Santo and an
MBA in controllership from USP/FIPECAFI and in Corporate Finance from FEA/USP.
Mr. Coelho Neto does not occupy a Management position in any third sector
organization. The Board Member declares that he is not subject to: (a) any
criminally adverse sentence; (b) any adverse sentence in administrative
proceedings of the Brazilian Securities Commission (CVM); and (c) any adverse
sentence rendered final and unappealable in the judicial or administrative
spheres, which has suspended or incapacitated him to perform any professional or
commercial activity. The Board Member declares not to be a politically exposed
person pursuant to CVM Normative Ruling 301/99.
GILBERTO BRAGA – 595.468.247-04.
Mr. Braga is a business
consultant with expertise in the areas of finance, capital market, corporate,
tax, expert advice and judicial proceedings, in addition to acting as fiscal,
management and audit committee member of publicly traded companies and
professional associations. He was a member of the Advisory Committee on
Accounting Standards for the Investment Funds of CVM, he is a post-graduate and
undergraduate courses professor of corporate governance at Dom Cabral
Foundation, IBMEC, PUC and FGV, and also a columnist for O Dia newspaper. Mr.
Braga has a degree in Economics from UCAM Ipanema and in Accounting from UGF, a
postgraduate degree in Financial Administration from IAG-PUC Rio and a Master’s
in Business Management (Finance and Capital Markets) from IBMEC-Rio. Member of
IBGC. Mr. Braga does not occupy a Management position in any third sector
organization. The Board Member declares that he is not subject to: (a) any
criminally adverse sentence; (b) any adverse sentence in administrative
proceedings of the Brazilian Securities Commission (CVM); and (c) any adverse
sentence rendered final and unappealable in the judicial or administrative
spheres, which has suspended or incapacitated him to perform any professional or
commercial activity. The Board Member declares not to be a politically exposed
person pursuant to CVM Normative Ruling 301/99.
CRISTIANO GADELHA VIDAL CAMPELO -
045.136.486-43
Mr. Cristiano has
been working for 10 years at Petrobras where, since 2012, has served as external
tax relationship manager, responsible for managing people and processes
associated with tax risks of the Petrobras System. Previously, he served as
negotiator and institutional interface with the Secretaries of Treasury of
States and Municipalities in the South, Southeast and Midwest regions of Brazil,
and worked with several associations (IBP, SINDICON, FIRJAN, ABRAGET, etc.) and
other bodies such as CONFAZ. Between 2014 and 2015, he served as member of the
Audit Board of Companhia Maranhense de Gás (GASMAR). Mr. Campelo holds a degree
in law and an MBA from Fundação Dom Cabral. The Board Member declares that he is
not subject to: (a) any criminally adverse sentence; (b) any adverse sentence in
administrative proceedings of the Brazilian Securities Commission (CVM); and (c)
any adverse sentence rendered final and unappealable in the judicial or
administrative spheres, which has suspended or incapacitated him to perform any
professional or commercial activity. The Board Member declares not to be a
politically exposed person pursuant to CVM Normative Ruling 301/99.
MARCOS ANTÔNIO ZACARIAS
- 663.780.367-72
Mr. Marcos Antônio is a
graduate accountant at UERJ, a specialist in accounting, auditing and accounting
at FGV and a specialist in accounting management at USP, as well as being a
Professional with Professional Certification ANBIMA - Series 20. Since December
2016, Mr. Marcos Antônio Holds the position of General Manager of Financial
Management of Companies and Benefits, subordinate to Petrobras' Executive Board
of Directors and Investor Relations. Mr. Marcos Antônio has experience in
corporate management, corporate governance and financial and accounting
management. He served as General Manager of Financial Administration and
Corporate Finance for Petrobras (2006-2016), where he worked in the financial
and corporate management of companies without financial
7
structure of the
Petrobras System and in financial advisory services to business development. He
has also served as financial and administrative manager at Petrobras Colombia
(1995-1999), financial control manager at Braspetro (1999-2000) and
international accounting manager at Petrobras (2000-2005). The Board Member
declares that he is not subject to: (a) any criminally adverse sentence; (b) any
adverse sentence in administrative proceedings of the Brazilian Securities
Commission (CVM); and (c) any adverse sentence rendered final and unappealable
in the judicial or administrative spheres, which has suspended or incapacitated
him to perform any professional or commercial activity. The Director declares
that he is a politically exposed person, considering that he is a director of
the Petrobras System, pursuant to CVM Normative Ruling 301/99.
IVAN SILVA DUARTE - 611.242.065-15
Mr. Duarte is the director of Kieppe Participações e
Administração Ltda. since January 2016, a company which is part of the same
economic group of the issuer and indirectly holds more than 5% of its share
capital. Previously, Mr. Duarte acted as manager at KPMG - Auditores
Independentes, from 1995 to 2001, when he became senior manager at
PricewaterhouseCoopers Auditores Independentes until 2008. From 2008 to 2015 Mr.
Duarte was an officer of EAO Empreendimentos Agropecuários e Obras S.A., a
company belonging to the Odebrecht Group which operates in the Agricultural and
Food and Drinks sectors. Mr. Duarte has a degree in Accounting from Universidade
de Salvador (UNIFACS), an MBA in Corporate Finance from Fundação Getulio Vargas
and an MBA in Entrepreneurship from Babson College (Boston/USA). Mr. Duarte does
not occupy a Management position in any third sector organization. The Board
Member declares that he is not subject to: (a) any criminally adverse sentence;
(b) any adverse sentence in administrative proceedings of the Brazilian
Securities Commission (CVM); and (c) any adverse sentence rendered final and
unappealable in the judicial or administrative spheres, which has suspended or
incapacitated him to perform any professional or commercial activity. The Board
Member declares not to be a politically exposed person pursuant to CVM Normative
Ruling 301/99.
_______________________________________________________________________________________________________________________________________________________________
CRISTIANE DA ROCHA
RIBEIRO DE SOUZA - 465.248.605-78
Ms. Souza has been the
Financial Planning Manager at Odebrecht S.A. since October 2014. Previously, she
worked as Accounting and Fiscal Manager at ETH Bioenergia SA from February 2008
to August 2011, and before that at Braskem S.A. from July 2002 to January 2008
as Accounting Coordinator, and from September 2011 to September 2014 as
Corporate Controller.
Ms. Souza holds a degree
in Accounting from the Foundation Visconde de Cairú -Salvador-BA and holds an
MBA in Finance from Fundação Getúlio Vargas. Mrs. Souza does not occupy a
Management position in any third sector organization. The Board Member declares
that she is not subject to: (a) any criminally adverse sentence; (b) any adverse
sentence in administrative proceedings of the Brazilian Securities Commission
(CVM); and (c) any adverse sentence rendered final and unappealable in the
judicial or administrative spheres, which has suspended or incapacitated him to
perform any professional or commercial activity. The Board Member declares not
to be a politically exposed person pursuant to CVM Normative Ruling
301/99.
ANA PATRICIA SOARES NOGUEIRA - 535.222.575-53
Ms. Nogueira is a
sitting member and Chairman of the Fiscal Board at Cetrel S.A., she is a partner
at law firm Nogueira & Nogueira Advogados Associados. She has been holding
the position of alternate member of the Fiscal Board at Braskem S.A. for the
past 5 years, until April 06, 2016. Ms. Nogueira holds a degree in Law from
Universidade Católica de Salvador and an MBA in Business Management from
Fundação Getúlio Vargas. Ms. Nogueira does not occupy a Management position in
any third sector organization. The Board Member declares that she is not subject
to: (a) any criminally adverse sentence; (b) any adverse sentence in
administrative proceedings of the Brazilian Securities Commission (CVM); and (c)
any adverse sentence rendered final and unappealable in the judicial or
administrative spheres, which has suspended or incapacitated him to perform any
professional or commercial activity. The Board Member declares not to be a
politically exposed person pursuant to CVM Normative Ruling
301/99.
ALEXANDRE ANTÔNIO
GERMANO BITTENCOURT - 023.566.417-00
Mr. Bittencourt has
served as Sector Manager of International Financial Flow of Petrobras since
August 2016, subordinated to the Executive Management of Finance, having acted
as foreign cash manager. He is currently the effective member of Transpetro's
Fiscal Council, having already been a member of the Fiscal Council of Gas
Brasiliano, an alternate member of the Fiscal Council of COMPERJ and LOGUM. He
holds a degree in Economics from UERJ and an MBA in Finance and Capital Markets
from FGV and a post-graduate degree in Business Sciences from Universidade
Cândido Mendes. The Board Member declares that she is not subject to: (a) any
criminally adverse sentence; (b) any adverse sentence in administrative
proceedings of the Brazilian Securities Commission (CVM); and (c) any adverse
sentence rendered final and unappealable in the judicial or administrative
spheres, which has suspended or incapacitated him to perform any professional or
commercial activity. The Board Member declares not to be a politically exposed
person pursuant to CVM Normative Ruling 301/99.
8
12.7/12.8 – Composition
of the statutory committees and of the audit, financial and compensation
committees
The non-statutory
committees comply with the same election system as the Board of Directors.
Considering that the Board of Directors was elected at the Company's Ordinary
General Meeting held on April 6, 2016, for a term of office ending at the
Ordinary General Meeting that approves the accounts for the year ending December
31, 2017, there shall be no election of members for the Board of Directors at
the Ordinary General Meeting to be held on April 28, 2017, and thus there shall
be no election of members for the Company's current
committees.
9
12.9 - Existence
of marital relationship, stable union or kinship up to the second degree
between:
(a) Company managers
Not applicable to those
appointed to hold the position of members of the Company's Fiscal Board.
(b) (i) Company
managers; and (ii) managers of its directly or indirectly controlled companies.
Not applicable to those
appointed to hold the position of members of the Company's Fiscal Board.
(c) (i) Company
managers or managers of its directly or indirectly controlled companies; and
(ii) direct or indirect controlling companies of the Company
Not applicable to those
appointed to hold the position of members of the Company's Fiscal Board.
(b) (i) Company
managers; and (ii) managers of its directly or indirectly controlled companies.
Not applicable to those
appointed to hold the position of members of the Company's Fiscal
Board.
10
12.10 – Relationships
of subordination, provision of services or control between administrators and
controlled companies, controlling companies and others
2016
Identification
|
CPF/CNPJ
|
Type of relationship between the Manager and the
related person
|
Type of related person
|
|
|
|
|
Issuer's Manager
|
|
|
|
ISMAEL CAMPOS DE ABREU
Sitting Member of the Fiscal
Board
|
075.434.415-00
|
Provision of Services
|
Indirect Controller
|
Related Person
|
|
|
|
ODBINV S.A.
Mr. Abreu is a member of the Fiscal Board of ODBINV
S.A.
|
15.105.588/0001-15
|
|
|
Issuer's Manager
CRISTIANE DA ROCHA RIBEIRO DE
SOUZA
Alternate member of the Fiscal Board
|
59.275.536-8
|
Subordination
|
Indirect Controller
|
Alternate Member of the Fiscal
Board
Related
Person
|
|
|
|
ODEBRECHT S.A.
Ms. Souza is the Financial Planning Manager
|
05.144.757/0001-72
|
|
|
CRISTIANE DA ROCHA RIBEIRO DE
SOUZA
Ms. Souza is the Financial Planning Manager
|
|
|
|
|
|
|
|
|
2015
Identification
|
CPF/CNPJ
|
Type of relationship between the Manager and the
related person
|
Type of related person
|
|
|
|
|
Issuer's Manager
|
|
|
|
ISMAEL CAMPOS DE ABREU
Sitting Member of the Fiscal Board
|
075.434.415-00
|
Provision of Services
|
Indirect Controller
|
Related Person
|
|
|
|
ODBINV S.A.
Mr. Abreu is a member of the Fiscal Board of ODBINV
S.A.
|
15.105.588/0001-15
|
|
|
|
|
|
|
CRISTIANE DA ROCHA RIBEIRO DE
SOUZA
Alternate member of the Fiscal Board
|
59.275.536-8
|
Subordination
|
Indirect Controller
|
Related Person
|
|
|
|
ODEBRECHT S.A.
Ms. Souza is the Financial Planning Manager
|
05.144.757/0001-72
|
|
|
|
|
|
|
|
|
|
11
2014
Identification
|
CPF/CNPJ
|
Type of relationship between the Manager and the
related person
|
Type of related person
|
|
|
|
|
Issuer's Manager
|
|
|
|
ISMAEL CAMPOS DE ABREU
Sitting Member of the Fiscal Board
|
075.434.415-00
|
Provision of Services
|
Indirect Controller
|
Related Person
|
|
|
|
ODBINV S.A.
Mr. Abreu is a member of the Fiscal Board of ODBINV
S.A.
|
15.105.588/0001-15
|
|
|
CRISTIANE DA ROCHA RIBEIRO DE
SOUZA
Alternate member of the Fiscal Board
|
59.275.536-8
|
Subordination
|
Indirect Controller
|
Related Person
|
|
|
|
ODEBRECHT S.A.
Ms. Souza is the Financial Planning Manager
|
05.144.757/0001-72
|
|
|
12
BRASKEM
S.A.
C.N.P.J. No.
42.150.391/0001-70
N.I.R.E.
29300006939
A Publicly-held
Company
EXHIBIT II
MANAGEMENT
PROPOSAL
TO THE ORDINARY GENERAL
MEETING OF BRASKEM S.A.
TO BE HELD ON APRIL 28,
2017
Proposal for the
compensation of managers, pursuant to article 12, item I, of CVM Ruling
481.
1.
Proposal for the
Compensation of Managers for the financial year of
2017
Pursuant to the
Compensation Policy approved by the Board of Directors, Braskem's proposal for
global compensation of the statutory managers of Braskem is based
on:
(i)
The results of the
study on executive compensation for the positioning of monthly fees and other
compensation curves; and
(ii)
The economic-financial
indicators agreed for the financial year, for purposes of the definition of the
sharing of results referring to variable compensation.
The total amount
proposed for the financial year of 2017 related to the overall compensation of
the Managers in 2017 is BRL 46,454 thousand, including fixed and variable fees
related to payroll charges recognized in the Company's results and benefits.
Moreover, the Management proposes for the financial year of 2017 the amount of
BRL 808 thousand concerning compensation to the Fiscal Board’s members, in
compliance with the provision of article 162, paragraph 3, of the Corporation
Law; therefore, totaling a global compensation to the Managers and the Fiscal
Board in the amount of BRL 47,262 thousand.
The amount of the
annual and global compensation proposed above is based on the estimate of the
composition of the administrations' fees according to market reference,
considering monthly fees (offset resulting from inflation and merits), variable
fees (according to seniority and challenges) and short-term
benefits.
2.
Summary of the main variations
2017/2016
Officers
7 statutory
officers
|
Board of
Directors
11 members of the
board and 11 alternates
|
(BRL in
thousands)
|
Discrimination
|
2017
|
2016
|
Fees (fixed and
variable compensation)
|
38,025
|
33,942
|
Short- and
Long-Term Benefits
|
824
|
785
|
Charges
|
7,605
|
6,788
|
Total
|
46,454
|
41,515
|
|
|
|
|
13
Fiscal
Board
5 members of the
board and 5 alternates
|
(BRL in
thousands)
|
Discrimination
|
2017
|
2016
|
Fees (fixed and
variable compensation)
|
674
|
654
|
Charges
|
134
|
131
|
Total
|
808
|
785
|
3.
Amounts effectively realized in 2016 versus proposed
amounts
Officers
7 statutory
officers
|
Board of
Directors
11 members of the
board and 11 alternates
|
(R$ in
thousands)
|
Discrimination
|
2016
Proposal
|
2016
Realized
|
Total
|
41,515
|
41,455
|
|
|
|
|
Fiscal
Board
5 members of the
board and 5 alternates
|
(R$ in
thousands)
|
Discrimination
|
2016
Proposal
|
2016
Realized
|
Total
|
785
|
612
|
The difference between
the amounts actually paid and the amounts budgeted for 2016 in relation to the
Fiscal Board results from waiving the compensation presented by 1 Member (Member
of the Fiscal Board).
Camaçari/BA, March 29,
2017.
BOARD OF
DIRECTORS
NEWTON SÉRGIO DE
SOUZA
Chairman
14
BRASKEM
S.A.
C.N.P.J. No.
42.150.391/0001-70
N.I.R.E.
29300006939
A Publicly-held
Company
EXHIBIT
III
MANAGEMENT
PROPOSAL
TO
TO THE ORDINARY GENERAL
MEETING OF BRASKEM S.A.
TO BE HELD ON APRIL 28,
2017
Proposal for the
compensation of managers, pursuant to information contained in item 13 of the
Reference Form, pursuant to article 12, item II, of CVM Ruling
481.
13. Compensation of the
Managers;
13.1. Describe the
compensation policy or practice for the Board of Directors, statutory and
non-statutory Executive Officers, Fiscal Board, statutory committees and audit,
risk, financial and compensation committees, addressing the following aspects:
(a) (a) objectives of
the compensation policy or practice
The Company adopts a
competitive and transparent compensation system for all of its members, which
seeks to attract and retain the best professionals in the market, as well as
allow the collective and individual management of the compensation of its
members. The Company compensates its managers based on market practices and in
accordance with their duties and responsibilities in the actual running of the
Company’s businesses. In case of statutory and non-statutory Officers, the
variable Compensation Policy allows the sharing of risk and results between the
Company and its main executives.
(b) composition of the
compensation
(i) description
of the compensation elements and their respective
objectives
Board of
Directors
The sitting members of
the Board of Directors and the Fiscal Board are compensated by means of fees
(fixed compensation). Such form of compensation aims to remunerate the members
of the Board of Directors according to their duties and responsibilities in the
actual running of the Company’s businesses.
Statutory and
Non-Statutory Executive Board
The members of the
Statutory and Non-Statutory Executive Board are entitled to a monthly fixed
compensation and to variable short-term compensation, contingent upon both their
individual performance in overcoming the pre-agreed results and the existence of
economic results.
15
The Officers are also entitled to the benefits offered by the Company to all of its other members, such as medical and dental assistance, food and supplementary pension plan. Such benefits complement the compensation package thereof, composing the total compensation earned.
Lastly, the Company does not offer compensation based on shares.
Fiscal Board
The sitting members of the Fiscal Board are compensated with fees (fixed compensation, which does not include benefits). Such fees shall be the highest of (i) the monthly fixed amount established at the Company's ordinary shareholders' meeting that elects the Fiscal Board; or (ii) the minimum limit established in paragraph 3 of article 162 of the Brazilian Corporate Law.
Such form of compensation aims to remunerate the members of the Fiscal Board according to their duties and responsibilities in the actual running of the Company’s businesses.
Committees
The Company differentiates between the monthly fees of the Committee Coordinators, who are independent members, according to their responsibilities.
(ii) with regard to the last three financial years, the proportion of each element in the total compensation:
The proportion of each element in the total compensation of each body of the Company's Management for the last three financial years is described as follows.
|
% in relation to the total compensation
|
|
2016
|
|
Fixed Compensation
|
Variable Compensation
|
Benefits
|
Total
|
Board of Directors
|
100%
|
0%
|
0%
|
100%
|
Statutory/Non-Statutory Executive Office
|
26.73%
|
71.62%
|
1.65%
|
100%
|
Fiscal Board
|
100%
|
0%
|
0%
|
100%
|
|
% in relation to the total compensation
|
|
2015
|
|
Fixed Compensation
|
Variable Compensation
|
Benefits
|
Total
|
Board of Directors
|
100%
|
0%
|
0%
|
100%
|
Statutory/Non-Statutory Executive Office
|
30.7%
|
67.9%
|
1.4%
|
100%
|
Fiscal Board
|
100%
|
0%
|
0%
|
100%
|
16
|
% in relation to
the total compensation
|
|
2014
|
|
Fixed
Compensation
|
Variable
Compensation
|
Benefits
|
Total
|
Board of
Directors
|
100%
|
0%
|
0%
|
100%
|
Statutory/Non-Statutory Executive
Office
|
28%
|
70%
|
2%
|
100%
|
Fiscal
Board
|
100%
|
0%
|
0%
|
100%
|
(iii) calculation and
adjustment methodology of the individual compensation
elements
Board of
Directors
The monthly
compensation of the members of the Board of Directors is obtained through
specialized annual surveys and references from similar companies. The
compensation strategy seeks to differentiate among the fees paid to independent
members, as well as to the Committee Coordinators according to their
complexities and attributions.
Statutory and
Non-Statutory Executive Board
The fixed compensation
amounts paid by the Company to members of the statutory and non-statutory
Executive Board are compared annually with market references by means of
specialized research, in such a way as to enable the assessment of its
competitiveness and eventually evaluate the need to adjust the fees or certain
components of compensation.
The monthly fixed
compensation bands, based on the market Median, are determined based
on:
•
85% of the market
Median (Development Band)
•
Market Median in its
central reference (Market’s Target Band)
•
115% of the market
Median (Advanced Performance Band)
Variable compensation
is determined by results from the equation of the third quartile of the market
total remuneration, excluding benefits and monthly fixed
compensation.
The Company offers the
same benefits package to all of its members, including statutory and
non-statutory Officers.
Fiscal
Board
The monthly
compensation of the members is determined by means of specialized surveys,
through a comparison with companies of similar size, with due regard to the
minimum amount set forth by article 162, paragraph 3 of Law
6,404/76.
Committees
17
The Company
differentiates the monthly fees for the Committee Coordinators, who are
independent Directors, in accordance with their responsibilities, taking the
annual market references into consideration.
(iv)
reasons that justify the composition of the
compensation
Board of
Directors
References are obtained
through the results of specialized surveys conducted with companies of a size
similar to that of the Company.
The Company understands
that the members of the Board of Directors should only be entitled to fixed
compensation in order to reflect the recognition given to their supervisory and
guiding function in the Company's businesses, however without being involved in
their execution.
Statutory and
Non-Statutory Executive Board
The composition of the
compensation of the Company’s Officers aims to attract and retain the best
professionals based on the market’s practices regarding fixed compensation,
variable compensation and the corresponding benefits package for each position.
The Company has a more aggressive practice regarding variable remuneration, as
it understands that this way, it aligns the interests of Officers with those of
the Company, sharing the risks and results of the Company with its main
executives, seeking to obtain gains through the commitment to long-term results
and short-term performance.
The distribution of the
compensation between fixed and variable portions, and benefits, practiced in the
financial year ended at December 31, 2016 and that foreseen for the financial
year ending on December 31, 2017, has an emphasis on variable compensation, and
are thus in line with the objectives of the Compensation Policy adopted by the
Company.
Fiscal
Board
References are obtained
by means of the results of specialized surveys conducted with companies of
similar size to the Company, with due regard to the provisions of article 162,
paragraph 3 of the Brazilian Corporation Law regarding legal minimum
compensation.
Committees
The composition of the
compensation is in line with market practices compared to similarly sized
companies and the differentiations established for independent board members,
members and leaders of committees have become necessary in order to be in line
with their duties and responsibilities.
(v) non-compensated
members
Alternate members of
the Board of Directors are not compensated by the Company
18
(c) main performance
indicators taken into account upon determination of each element of
compensation
Board of
Directors
The fixed monthly
compensation of the Board of Directors is determined based on market research,
taking into account their responsibilities and attributions in the exercise of
their functions. There is no performance indicator for determining variable
compensation since this group is not really eligible for such.
Statutory and
Non-Statutory Executive Board
The classification of
the monthly compensation for each Officer depends on the assessment of the
complexity of his/her program, as well as on their individual performance. On
the other hand, variable compensation is contingent to the evaluation and
the fulfillment of individual targets related to the challenges of their
programs of action for the year, as well as to the Company's operational and
economic performance within the period in question, considering the following
elements: (i) operating EBITDA, (ii) working capital variation, (iii) operating
investment (CAPEX), and (iv) payment of dividends.
Fiscal
Board
The fixed monthly
compensation of the Fiscal Board is determined by means of market research
taking into account their responsibilities and attributions in the exercise of
their functions. There is no performance indicator for determining variable
compensation since this group is not really eligible for such. However, it is
worth noting that the minimum amount established by article 162, paragraph 3 of
the Brazilian Corporate Law is observed.
Committees
The fixed monthly
compensation for the Committee coordinators is determined by means of market
research, taking into account their responsibilities and attributions in the
exercise of their functions. There is no performance indicator for determining
variable compensation since this group is not really eligible for
such.
(d)
how compensation is structured to reflect the
evolution of performance indicators
Board of Directors
Not applicable, given
that the members of the Board of Directors are not eligible for variable
compensation.
Statutory and
Non-Statutory Executive Board
The changes in the
variable compensation items are directly related to the individual performance
of our officers and the Company and to the achievement of the targets
established for a given period.
Fiscal
Board
Not applicable, given
that the members of the Company’s Fiscal Board are not eligible for variable
compensation.
19
Committees
Not applicable, given
that the members of the Company’s Committees are not eligible for variable
compensation.
(e) how the
compensation policy or practice is aligned with the interests of the issuer in
the short, medium and long term
The compensation
strategy is linked to factors and premises that make it more (i) equitable
(remunerate proportionally, according to skills, professional qualification and
impact on results), (ii) competitive (suitable to market standards), (iii)
efficient (regarding the costs for the Company) and (iv) safe (committed to the
continuity of the business).
To the extent that the
short, medium and long term targets are met, more results are generated for the
Company, which in turn distributes such results in the form of fixed short-term
compensation, medium-term variable compensation and, as the case may be, of
long-term incentives. This cycle makes the Company grow and develop in pursuit
of its perpetuity.
(f) existence of
compensation supported by direct or indirect subsidiaries, controlled or
controlling companies
There is no
compensation supported by direct or indirect subsidiaries, controlled or
controlling companies of the Company.
(g) existence of any
compensation or benefit linked to the occurrence of a given corporate event,
such as the disposal of corporate control of the issuer
There are no
remuneration elements associated with the occurrence of corporate events.
20
13.2 – Total
compensation of the Board of Directors, Statutory Executive Office and Fiscal
Board
Total compensation
foreseen for the current Financial Year December 31, 2017 - Yearly
Amounts
|
|
Board of
Directors
|
Statutory
Executive Board
|
Fiscal
Board
|
Total
|
Total number of
members *
|
11.00
|
7.00
|
5.00
|
23.00
|
Number of paid
members**
|
11.00
|
7.00
|
5.00
|
23.00
|
Annual fixed
compensation
|
Wage or pro
labore
|
4,860,000.00
|
9,514,801.98
|
673,335.00
|
15,048,136.98
|
Direct and
indirect benefits
|
0,00
|
269,389.00
|
0.00
|
269,389.00
|
Participation in
committees
|
0,00
|
0.00
|
0.00
|
0,00
|
Others
|
972,000.00
|
3,702,960.40
|
134,667.00
|
4,809,627.40
|
Description of
other fixed compensations
|
The INSS amounts
total BRL972,000.00.
|
The INSS amounts
total BRL2,202,960.40 and (ii) contingency sum in the amount of
BRL1,500,00,00.
|
The INSS amounts
total BRL134,667.00.
|
|
Variable
compensation
|
Bonus
|
0.00
|
0,00
|
0.00
|
0.00
|
Participation in
results
|
0.00
|
22,150,000.00
|
0.00
|
22,150,000.00
|
Participation in
meetings
|
0.00
|
0,00
|
0.00
|
0.00
|
Commissions
|
0.00
|
0,00
|
0.00
|
0.00
|
Others
|
0.00
|
4,430,000.00
|
0.00
|
4,430,000.00
|
Description of
other variable compensations
|
|
The INSS amounts
total BRL4,430,000.00.
|
|
|
Post-employment
|
0.00
|
BRL 555,286.00
|
0.00
|
BRL 555,286.00
|
Cessation of
position
|
0.00
|
0.00
|
0.00
|
0.00
|
Based on shares,
including options
|
0.00
|
0.00
|
0.00
|
0.00
|
Observation
|
0.00
|
0.00
|
0.00
|
0.00
|
Total
compensation
|
5,832,000.00
|
40,622,437.38
|
808,002.00
|
47,262,439.38
|
*
Observation
:
The total number of
members of the Board of Directors, the Statutory Executive Board and the Fiscal
Board was calculated according to the annual average of the number of members of
each body calculated monthly, to two decimal places.
**
Observation
:
The number of paid
members of each body corresponds to the annual average of the number of members
of each body to which the remuneration was recognized in the income statement
for the year, calculated monthly.
Total compensation
for the Financial Year ending on December 31, 2016 - Annual
Amounts
|
|
Board of
Directors
|
Statutory
Executive Board
|
Fiscal
Board
|
Total
|
Total number of
members*
|
10.50
|
6.00
|
5.00
|
22.50
|
Number of paid
members**
|
10.50
|
6.00
|
4.00
|
20.50
|
Annual fixed
compensation
|
Wage or pro
labore
|
BRL
3,431,462.71
|
BRL8,340,447.83
|
BRL
509,914.50
|
BRL
12,281,825.04
|
Direct and
indirect benefits
|
0,00
|
BRL
193,753.89
|
0,00
|
BRL
193,753.89
|
Participation in
committees
|
0,00
|
0,00
|
0,00
|
0,00
|
Others
|
BRL
686,292.54
|
BRL
1,668,089.56
|
BRL
101,982.90
|
BRL
2,456,365.00
|
Description of
other fixed compensations
|
The INSS amounts
total BRL686,292.54.
|
The INSS amounts
total BRL1,668,089.56.
|
The INSS amounts
total BRL101,982.90.
|
|
Variable
compensation
|
Bonus
|
0,00
|
0,00
|
0,00
|
0,00
|
Participation in
results
|
0,00
|
22.345.008,68
|
0,00
|
22.345.008,68
|
Participation in
meetings
|
0,00
|
0,00
|
0,00
|
0,00
|
Commissions
|
0,00
|
0,00
|
0,00
|
0,00
|
Others
|
0,00
|
4.469.001,73
|
0,00
|
4.469.001,73
|
Description of
other variable compensations
|
|
The INSS amounts
total BRL4,469,001.73.
|
|
|
Post-employment
|
0,00
|
321.384,36
|
0,00
|
321.384,36
|
Cessation of
position
|
0,00
|
0,00
|
0,00
|
0,00
|
Based on actions,
including options
|
0,00
|
0,00
|
0,00
|
0,00
|
Total
compensation
|
4.117.755,25
|
37.337.686,06
|
611.897,40
|
42.067.338,71
|
21
*
Observation
:
The total number of
members of the Board of Directors, the Statutory Executive Board and the Fiscal
Board was calculated according to the annual average of the number of members of
each body calculated monthly, to two decimal places.
**
Observation
:
The number of paid
members of each body corresponds to the annual average of the number of members
of each body to which the remuneration was recognized in the income statement
for the year, calculated monthly.
Total compensation
for the Financial Year ending on December 31, 2015- Annual
Amounts
|
|
Board of
Directors
|
Statutory
Executive Board
|
Fiscal
Board
|
Total
|
Total number of
members*
|
10,75
|
6,42
|
5,00
|
22,17
|
Number of paid
members **
|
9,75
|
6,42
|
4,00
|
20,17
|
Annual fixed
compensation
|
Wage or pro
labore
|
1.886.764,76
|
8.200.730,67
|
461.246,86
|
10.548.742,29
|
Direct and
indirect benefits
|
0,00
|
173.568,35
|
0,00
|
173.568,35
|
Participation in
committees
|
0,00
|
0,00
|
0,00
|
0,00
|
Others
|
377.352,95
|
1.640.146,13
|
92.249,37
|
2.109.748,45
|
Description of
other fixed compensations
|
The INSS amounts
total BRL377,352.95
|
The INSS amounts
total BRL1,640,146.13
|
The INSS amounts
total BRL92,249.37
|
|
Variable
compensation
|
Bonus
|
0,00
|
0,00
|
0,00
|
0,00
|
Participation in
results
|
0,00
|
18.125.000,00
|
0,00
|
18.125.000,00
|
Participation in
meetings
|
0,00
|
0,00
|
0,00
|
0,00
|
Commissions
|
0,00
|
0,00
|
0,00
|
0,00
|
Others
|
0,00
|
3.625.000,00
|
0,00
|
3.625.000,00
|
Description of
other variable compensations
|
|
The INSS amounts
total BRL3,625,000.00
|
|
|
Post-employment
|
0,00
|
196.054,93
|
0,00
|
196.054,93
|
Cessation of
position
|
0,00
|
0,00
|
0,00
|
0,00
|
Based on shares,
including options
|
0,00
|
0,00
|
0,00
|
0,00
|
Total
compensation
|
2.264.117,71
|
31.960.500,08
|
553.496,23
|
34.778.114,02
|
*
Observation
:
The total number of
members of the Board of Directors, the Statutory Executive Board and the Fiscal
Board was calculated according to the annual average of the number of members of
each body calculated monthly, to two decimal places.
**
Observation
:
The number of paid
members of each body corresponds to the annual average of the number of members
of each body to which the remuneration was recognized in the income statement
for the year, calculated monthly.
Total compensation
of the Financial Year ending on December 31, 2014- Annual
Amounts
|
|
Board of
Directors
|
Statutory
Executive Board
|
Fiscal
Board
|
Total
|
Total number of
members*
|
11,00
|
7,00
|
5,00
|
23,00
|
Number of paid
members**
|
10,08
|
7,00
|
4,00
|
21,08
|
Annual fixed
compensation
|
Wage or pro
labore
|
1.946.645,00
|
7.415.024,00
|
439.656,00
|
9.801.325,00
|
Direct and
indirect benefits
|
0,00
|
179.648,00
|
0,00
|
179.648,00
|
Participation in
committees
|
0,00
|
0,00
|
0,00
|
0,00
|
Others
|
389.329,00
|
1.483.005,00
|
87.931,00
|
1.960.265,00
|
Description of
other fixed compensations
|
The INSS amounts
total BRL389,289.00.
|
The INSS amounts
total BRL1,483,005.00].
|
The INSS amounts
total BRL87,931.00
|
|
Variable
compensation
|
Bonus
|
0,00
|
0,00
|
0,00
|
0,00
|
Participation in
results
|
0,00
|
15.531.298,00
|
0,00
|
15.531.298,00
|
Participation in
meetings
|
0,00
|
0,00
|
0,00
|
0,00
|
Commissions
|
0,00
|
0,00
|
0,00
|
0,00
|
Others
|
0,00
|
3.106.259,00
|
0,00
|
3.106.259,00
|
Description of
other variable compensations
|
N/A
|
The INSS amounts
total BRL3,106,259.00.
|
N/A
|
|
Post-employment
|
0,00
|
276.616,00
|
0,00
|
276.616,00
|
Cessation of
position
|
0,00
|
0,00
|
0,00
|
0,00
|
Based on shares,
including options
|
0,00
|
0,00
|
0,00
|
0,00
|
Total
compensation
|
2.335.974,00
|
27.991.850,00
|
527.587,00
|
30.855.411,00
|
*
Observation
:
The total number of
members of the Board of Directors, the Statutory Executive Board and the Fiscal
Board was calculated according to the annual average of the number of members of
each body calculated monthly, to two decimal
places.
**
Observation
:
The number of paid
members of each body corresponds to the annual average of the number of members
of each body to which the remuneration was recognized in the income statement
for the year, calculated monthly.
22
13.3 – Variable compensation of the Board of Directors, the Statutory Executive Board and the Fiscal Board
The variable compensation results from the equation of the third quartile of the market’s total remuneration, excluding benefits and fixed monthly compensation, subject to the achievement of the set targets, as already described in item 13.1.(b) (iii) of this Form.
Variable compensation - Financial Year ending on December 31, 2017
|
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Board
|
Total
|
Total number of members*
|
11,00
|
7,00
|
5,00
|
23,00
|
Number of paid members**
|
0,00
|
7,00
|
0,00
|
7,00
|
Bonus
|
Minimum amount set forth in the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
Maximum amount set forth in the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
Amount set forth in the compensation plan – achieved targets
|
N/A
|
N/A
|
N/A
|
N/A
|
Participation in the results
|
Minimum amount set forth in the compensation plan
|
N/A
|
0,00
|
N/A
|
0,00
|
Maximum amount set forth in the compensation plan
|
N/A
|
BRL 22,150,000.00
(1)
|
N/A
|
BRL 22,150,000.00
|
Amount set forth in the compensation plan – achieved targets
|
N/A
|
BRL 17,720,000.00
(1)
|
N/A
|
BRL 17,720,000.00
|
Amount actually recognized in the results of the financial year
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
*
Observation
:
The total number of members of the Board of Directors, the Statutory Executive Board and the Fiscal Board was calculated according to the annual average of the number of members of each body calculated monthly, to two decimal places.
**
Observation
:
The number of paid members of each body corresponds to the annual average of the number of members of each body to which the remuneration was recognized in the income statement for the year, calculated monthly.
(1)
Does not include social security, just Profit Sharing
Variable compensation - Financial Year ending on December 31, 2016
|
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Board
|
Total
|
Total number of members*
|
10,50
|
6
|
5
|
21,50
|
Number of paid members**
|
0,00
|
6
|
0,00
|
6,00
|
Bonus
|
Minimum amount set forth in the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
Maximum amount set forth in the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
Amount set forth in the compensation plan – achieved targets
|
N/A
|
N/A
|
N/A
|
N/A
|
Participation in the results
|
Minimum amount set forth in the compensation plan
|
N/A
|
0,00
|
N/A
|
0,00
|
Maximum amount set forth in the compensation plan
|
N/A
|
19,400,000.00
(1)
|
N/A
|
19,400,000.00
(1)
|
Amount set forth in the compensation plan – achieved targets
|
N/A
|
15,520,000.00
(1)
|
N/A
|
15,520,000.00
(1)
|
Amount actually recognized in the results of the financial year
|
N/A
|
22.345.008,68
|
N/A
|
22.345.008,68
|
23
*
Observation
:
The total number of members of the Board of Directors, the Statutory Executive Board and the Fiscal Board was calculated according to the annual average of the number of members of each body calculated monthly, to two decimal places.
**
Observation
:
The number of paid members of each body corresponds to the annual average of the number of members of each body to which the remuneration was recognized in the income statement for the year, calculated monthly.
(1)
Does not include social security, just Profit Sharing
Variable compensation - Financial Year ending on December 31, 2015
|
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Board
|
Total
|
Total number of members*
|
10,75
|
6,42
|
5,00
|
22,17
|
Number of paid members**
|
0,00
|
6,42
|
0,00
|
6,42
|
Bonus
|
Minimum amount set forth in the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
Maximum amount set forth in the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
Amount set forth in the compensation plan – achieved targets
|
N/A
|
N/A
|
N/A
|
N/A
|
Amount actually recognized in the results of the financial year
|
N/A
|
N/A
|
N/A
|
N/A
|
Participation in the results
|
Minimum amount set forth in the compensation plan
|
N/A
|
0,00
|
N/A
|
N/A
|
Maximum amount set forth in the compensation plan
|
N/A
|
18,125,000.00(1)
|
N/A
|
18,125,000.00
(1)
|
Amount set forth in the compensation plan – achieved targets
|
N/A
|
14,500,000.00
(1)
|
N/A
|
14,500,000.00
(1)
|
Amount actually recognized in the results of the financial year
|
N/A
|
18,125,000.00
(1)
|
N/A
|
18,125,000.00
(1)
|
*
Observation
:
The total number of members of the Board of Directors, the Statutory Executive Board and the Fiscal Board was calculated according to the annual average of the number of members of each body calculated monthly, to two decimal places.
24
**
Observation
:
The number of paid members of each body corresponds to the annual average of the number of members of each body to which the remuneration was recognized in the income statement for the year, calculated monthly.
(1)
Does not include social security, just Profit Sharing
Variable compensation - Financial Year ending on December 31, 2014
|
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Board
|
Total
|
Total number of members*
|
11,00
|
7,00
|
5,00
|
23,00
|
Number of paid members**
|
0,00
|
7,00
|
0,00
|
7,00
|
Bonus
|
Minimum amount set forth in the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
Maximum amount set forth in the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
Amount set forth in the compensation plan – achieved targets
|
N/A
|
N/A
|
N/A
|
N/A
|
Amount actually recognized in the results of the financial year
|
N/A
|
N/A
|
N/A
|
N/A
|
Participation in the results
|
Minimum amount set forth in the compensation plan
|
N/A
|
0,00
|
N/A
|
N/A
|
Maximum amount set forth in the compensation plan
|
N/A
|
18,200,000.00
(1)
|
N/A
|
18,200,000.00
(1)
|
Amount set forth in the compensation plan – achieved targets
|
N/A
|
14,000,000.00
(1)
|
N/A
|
14,000,000.00
(1)
|
Amount actually recognized in the results of the financial year
|
N/A
|
15,531,298.00
(1)
|
N/A
|
15,531,298.00
(1)
|
*
Observation
:
The total number of members of the Board of Directors, the Statutory Executive Board and the Fiscal Board was calculated according to the annual average of the number of members of each body calculated monthly, to two decimal places.
**
Observation
:
The number of paid members of each body corresponds to the annual average of the number of members of each body to which the remuneration was recognized in the income statement for the year, calculated monthly.
(1)
Does not include social security, just Profit Sharing
25
13.4 – Share-based compensation plan for the Board of Directors and the Statutory Executive Board
Board of Directors
The Company does not have a share-based compensation plan for the members of the Board of Directors either for the last financial year or for the current financial year.
Statutory Executive Board
As per meeting of the Company's Board of Directors held on May 7, 2014, the Company's Long-Term Variable Compensation Plan was terminated, thus, the Company does not have a plan currently in effect.
Accordingly, this item is not applicable to the Company.
(a) general terms and conditions
Not applicable.
(b) main objectives of the plan
Not applicable.
(c) how the plan contributes to such objectives
Not applicable.
(d) how the plan is inserted in the issuer’s compensation policy
Not applicable.
(e) how the plan aligns the interests of the administrators and the issuer on the short, medium and long term
Not applicable.
(f) maximum number of shares covered
Not applicable.
(g) maximum number of options to be granted
Not applicable.
(h) conditions to acquire shares
Not applicable.
(i) criteria to determine the purchase price or exercise
Not applicable.
26
(j) criteria to establish the term of exercise
Not applicable.
(k) form of settlement
Not applicable.
(l) restrictions to the transfer of shares
Not applicable.
(m) criteria and events that, when verified, will entail the suspension, alteration or extinguishment of the plan
Not applicable.
(n) effects of the withdrawal of the administrator from the issuer’s bodies on the rights set out in the share-based compensation plan
Not applicable.
27
13.5 – Share-based compensation of the Board of Directors and Statutory Executive Board
As per meeting of the Company's Board of Directors held on May 7, 2014, the Company's Long-Term Variable Compensation Plan was terminated, thus, the Company does not have a plan currently in effect.
Regarding the financial year ended on December 31, 2014, although the Plan was still in force at the beginning of the financial year, the information for this item is not applicable as there was no grant of IUs in this period.
28
13.6 Information on the outstanding options held by the Board of Directors and the Statutory Executive Board
Not applicable, since there was no outstanding option held by the Company’s Board of Directors or by the Statutory Executive Board at the end of the last financial year.
29
13.7 – Options exercised and shares delivered with respect to the share-based compensation of the Board of Directors and the Statutory Executive Board
As per meeting of the Company's Board of Directors held on May 7, 2014, the Company's Long-Term Variable Compensation Plan was terminated, thus, the Company does not have a plan currently in effect.
Therefore, the information in this item for the financial years ended December on 31, 2015 and 2016 is not applicable to the Company.
Options exercised - Financial Year ended on December 31, 2014
|
|
Board of Directors
|
Statutory Executive Board
|
Total number of members*
|
11,00
|
7,00
|
Number of paid members**
|
0,00
|
2
|
Options exercised
|
|
|
Number of shares
|
N/A
|
In 2014
1
: 80,153 UI’s
In 2013: 2055 UI’s
|
Weighted average price for the year
|
N/A
|
Fees:BRL 99.90
Fees:BRL 99.90
|
Difference between the financial year value and the market value for the shares related to the options exercised
|
N/A
|
Not applicable, since the UI does not refer to the fair market value
|
Shares delivered
|
|
|
Number of shares delivered
|
N/A
|
There was no further purchase/delivery option over the last 3 years and since 2008
|
Weighted average price of acquisition
|
N/A
|
N/A
|
Difference between the acquisition value and the market value for the shares related to the options acquired
|
N/A
|
N/A
|
(1)
Total redemption amount exercised by Statutory Executive Board members regarding the termination of the plan.
30
13.8 - Information required for the comprehension of the data disclosed in items 13.5 to 13.7 – Method for pricing the value of shares and of options
(a) pricing method
Until 2014, when the Long-Term Incentive Plan was in force, the value of the Investment Units, composed of ALFA and BETA Units, had the following price:
ALFA value based, in average, on 6 months (October to March each year) of the BRKM5 share quote. Amount frozen for 1 year (until the end of March of the next year).
BETA value based on the methodology explained in item (b) below.
(b) data and premises used in the pricing method, including the weighted average price for the shares, exercise price, expected volatility, term of effectiveness of the option, expected dividends and risk-free interest rate
Option Pricing (Beta Certificate) – Black & Scholes
(i)
Share value on the calculation base date: average of 6 months (October to March each year) of the BRKM5 quote
(ii)
Strike - zero value since there will be no disbursement on the part of the employee
(iii)
Time - the "implementation" of the plan will take place in 10 years
(iv)
Risk-free - risk-free interest rate (current Selic Target)
(v)
Volatility - calculated based on the BRKM5 share price for the last 3 years.
(vi)
Dividends Yield - ascertained based on the business plan (6% in perpetuity)
(c) method used and premises assumed to incorporate the expected effects of early exercise
The effects of the offsetting of the Plan were calculated every quarter, by which time one (01) Braskem share represented "Alfa" and "Gama" investment certificates and one (01) Beta share represented one Braskem share "minus" dividends paid. The alfa units were multiplied by the share price (average of 6 months) and the beta units were multiplied by the option premium. The sum of the fair value of alfa + beta is deducted from the historical value of the options and the amount is accrued for in the balance sheet.
(d) method of determination of the expected volatility
Calculated based on the BRKM5 share price for the last 3 years.
(e) if any other characteristic of the option were incorporated in the calculation of its fair value
There are no other characteristics except for those already described above.
31
13.9 – Information on the number of shares or quotas directly or indirectly held in Brazil or abroad, and other securities convertible into shares or quotas, issued by the issuer, its direct or indirect controlling shareholders, controlled companies or those jointly controlled by members of the Board of Directors, the Statutory Executive Board or the Fiscal Board:
On December 31, 2016
|
|
Board of Directors
|
Executive
Board
|
Fiscal Board
|
Total
|
Company
|
Category
|
|
|
Issuer
|
|
Braskem S.A.
|
Common Shares
|
0
|
0
|
0
|
0
|
Preferred Shares – Class A
|
76.526
|
510
|
0
|
77.036
|
Preferred Shares – Class B
|
0
|
0
|
0
|
0
|
|
|
Direct and indirect controlling shareholders
|
Odbinv S.A.
|
Common Shares
|
1.683.394.556
|
0
|
0
|
1.683.394.556
|
Preferred Shares
|
-
|
-
|
-
|
-
|
(*)The table above shows only direct and indirect controlling shareholders of the Company in which the members of the Board of Directors and members of the Fiscal Board are now appointed for election at the Ordinary General Meeting for the financial year ended on December 31, 2016, as well as our Statutory Officers in office, hold a stake. In order to view the direct and indirect control of the Company, please refer to items 15.1 and 15.2 of the Company Reference Form available in the IPE System.
32
13.10 – Information on the social security plans granted to the members of the Board of Directors and to the Statutory Officers
The information on the Company's pension plan in force during the last financial year is shown as follows:
|
Board of Directors (Sitting Members)
|
Statutory Executive Board
|
Total number of members
|
10,5
|
6,00
|
Number of paid members*
|
0,00
|
6,00
|
Plan's name
|
N/A
|
Odebrecht Previdência
|
Number of managers under retirement conditions
|
N/A
|
0
|
Conditions to early retirement
|
N/A
|
There is no possibility of early retirement
|
Updated accrued amount of the contributions accumulated in the social security plan until the end of the last financial year, less the portion related to the contributions directly made by the managers (in BRL)
|
N/A
|
BRL 2,621,827.91
|
Total accrued amount of the contributions made during the last financial year, less the portion related to the contributions directly made by the managers (in BRL)
|
N/A
|
BRL 325,826.45
|
Possibility and conditions for early redemption.
|
N/A
|
There is no possibility of early redemption
|
*
Observation
: The number of paid members of each body corresponds to the number of Officers and Directors linked to the Company's pension plan.
33
13.11 - Maximum, minimum and average individual compensation of the Board of Directors, of the Statutory Executive Board and of the Fiscal Board
Justification for not completing the table
The information contained in this item was omitted due to the decision rendered on May 17, 2013, by the 5th Lower Federal Court of Rio de Janeiro, in the Action of Ordinary Procedure No. 2010.5101002888-5, filed by IBEF-RJ against CVM, which ratified the preliminary decision granted on March 2, 2010, making definitive the order for CVM to refrain from implementing the requirement contained in item 13.11 of Exhibit 24 to CVM Ruling 480, as well as from applying any penalty related to non-compliance with said requirement by Members of IBEF-RJ and the companies to which they are related. CVM has appealed such decision and the case has not yet been judged by the 2nd instance of the Regional Federal Court of the 2nd Circuit.
34
13.12 – Mechanisms for compensation or indemnification for the administrators in case of dismissal from the position or retirement
Not applicable, since the Company does not have any compensation or indemnification mechanisms for the managers in the event of dismissal from office or retirement.
The Company's managers are covered by the Managers' Liability Insurance (D&O) policy, issued by Chubb, with coverage valid until April 21, 2017, and which is intended for renewal for another 12 months. The policy has coverage throughout the world, and the last premium paid was equivalent to USD 1,672 thousand.
Under the terms of the policy, the managers shall be indemnified for legal costs and indemnities paid to third parties, arising from judicial, arbitration, and administrative proceedings, among others.
35
13.13 – Percentage of the total compensation held by managers and members of the Fiscal Board who are parties related to controlling shareholders
Financial year ended on
|
Board of Directors
|
Fiscal Board
|
Statutory Executive Board
|
2016
|
13.04%
|
0.00%
|
0.00%
|
2015
|
20.24%%
|
0.00%
|
0.00%
|
2014
|
31.00%
|
0.00%
|
0.00%
|
36
13.14 – Compensation of managers and members of the Fiscal Board, grouped by body, received for any reason other than the position they occupy
In the last three financial years, no amounts have been recognized within the Company's results as compensation of managers and members of the Fiscal Board received for any reason other than the position they occupy in the Company.
37
13.15 – Compensation of managers and members of the Fiscal Board recognized in the result of direct or indirect controlling companies, companies under common control and controlled companies of the issuer
Not applicable, in the last three financial years no compensation of the managers and members of the Fiscal Board of the Company was recognized in the results of direct or indirect controlling companies, companies under common control and controlled companies of the Companies, either for the exercise of their managerial duties or for any other reason.
38
13.16 – Other relevant information
There is no other information that the Company deems relevant, except for those already described in the other sections of this item 13 of the Form.
39
BRASKEM S.A.
C.N.P.J. No. 42.150.391/0001-70
N.I.R.E. 29300006939
A Publicly-held Company
EXHIBIT IV
MANAGEMENT PROPOSAL
TO THE ORDINARY GENERAL MEETING OF BRASKEM S.A.
TO BE HELD ON APRIL 28, 2017
Remote Voting Bulletin
(The remainder of this page was intentionally left blank.
Remote Voting Bulletin to follow on the next page)
40
REMOTE VOTING BULLETIN
Annual General Meeting (AGM) - BRASKEM S.A. of 04/28/2017
Name
|
CNPJ or CPF of the shareholder
|
Fill-out Instructions
This bulletin shall be filled out if the shareholder opts to exercise its respective voting right through remote voting bulletin, under the terms of CVM Ruling No. 481/09, as amended.
In this case, it is essential that the fields above be filled out with the full name (or trade name) of the shareholder and the enrollment number with the Ministry of Finance, either as a legal entity (CNPJ) or an individual (CPF), in addition to an e-mail address for any contact.
The shareholder that opts for exercising its remote voting right through direct submission to the Company shall forward the following documents, duly notarized and consularized or apostilled (in case of foreign shareholders):
(i) remote voting bulletin related to the general meeting, duly filled out, all pages initialed and signed (signature by digital certificate is not possible) with the signature of the signatories duly recognized;
(ii) statement indicating the equity position of the Company (notarization and consularization or apostille in the case of foreign shareholders not being necessary);
(iii) copy of the following documents:
- for individuals: identity document and CPF of the shareholder;
- for legal entities: articles of incorporation or bylaws or articles of association, minutes of the election of the Board of Directors (if any) and minutes of the election of the Executive Office that include the election of the legal representative(s) attending the meeting; and
- for investment funds: regulations of the fund and bylaws or articles of association of the administrator of the fund, as well as the minutes of the election of the legal representative(s) attending the meeting.
The following identity documents shall be accepted, provided that they have pictures: RG, CNH or Passport.
|
Delivery instructions, indicating the possibility of submitting it directly to the company or sending fill-out instructions to the bookkeeping agent or to the custodian agent
The Company shall adopt remote voting pursuant to ICVM 481, allowing its Shareholders to send their votes to one of the recipients below:
(i) through their respective custody agents, if the shares are deposited in a central depository;
(ii) through the Company's shares bookkeeping agent (Itaú Corretora de Valores S/A), if the shares are not deposited in a central depository, located at Avenida Brigadeiro Faria Lima, 3.500, 3º andar, São Paulo, CEP 04538-132, service to the shareholders by telephone numbers 3003-9285 (capital cities and metropolitan areas) or 0800-7209285 (other locations), or even through the e-mail
atendimentoescrituracao@itau-unibanco.com.br
or through the website http://www.itau.com.br/securitiesservices/assembleiadigital;
(iii) directly to the Company, to the address located at Rua Lemos Monteiro, 120, 22º andar, CEP 05501-050, São Paulo, SP, to the attention of the Investors' Relations Department or to the e-mail braskem-ri@braskem.com.br
|
Deliberations / Matters related to the AGM
|
Election of the fiscal board by single group of candidates
1. Appointment of all names that are part of the group of candidates - proposal of the management
[ ] Approve [ ] Reject [ ] Abstain
2. If one of the candidates that are part of the group of candidates leaves said group to take part in the separate election according to Articles 161, Paragraph 4, and 240 of Law 6,404, of 1976, can the votes corresponding to the shares of such candidate continue to be granted to the elected group of candidates?
[ ] Yes [ ] No
|
Simple Deliberation
3. Annual global compensation of the Managers and members of the Fiscal Board for 2017 in the total amount of BRL 47,262 thousand.
[ ] Approve [ ] Reject [ ] Abstain
|
Simple Deliberation
4. Are there wishes to participate in the separate election according to Articles 161, Paragraph 4, and 240 of Law 6,404, of 1976?
[ ] Approve [ ] Reject [ ] Abstain
|
41
City:
Date:
Signature:
Name of Shareholder:
Email:
42
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: April 26, 2017
|
BRASKEM S.A.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Pedro van Langendonck Teixeira de Freitas
|
|
|
|
|
|
Name:
|
Pedro van Langendonck Teixeira de Freitas
|
|
|
Title:
|
Chief Financial Officer
|
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.