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Our quest to improve our best practices in Corporate Governance is constant. The principles of transparency, equity, accountability and corporate responsibility guide Magazine Luiza's decisions and actions with the purpose of aligning the interests of our stakeholders.

The implementation and formalisation process of these practices started, in 1992 with the elaboration of our first Code of Ethics and Conduct. During the following decade, our Corporate Governance reached a new level with the arrival of minority shareholders, by means of private equity funds administered by Capital Group, contributing to the company's preparation for its IPO.

We significantly advanced our policies. With our IPO and follow-on, in 2011 we joined the B3’s Novo Mercado, the highest governance level. The companies included in this listing are voluntarily committed to adopting practices that go beyond the requirements of the law and shareholders’ rights.

Between 2011 and 2012, the company took its Corporate Governance to the next level. Main highlights include the improvement of work done at our Audit and Risk Committee and Administration Committee. Besides this, we set up a Finance Committee in March 2012, and established a Fiscal Council by General Assembly in April of the same year.

In 2013, we began to design the structure of a plan of succession for major executives.

By the end of 2015, Magazine Luiza announced the changes in its Corporate Governance, in line with all the changes in course at the Company. Luiza Helena Trajano, who was the President of the Company over the last 24 years assumed in January 1st, 2016 as Chairman, and Marcelo Silva, who was the CEO over the last 6 years, became Vice Chairman. Frederico Trajano, who was the COO became CEO of the Company.

The board is supported by four committees: Audit, Risk and Compliance, Financial and Consumer Credit, People and Organizational Culture and Strategy, and finally, Business and Digital Transformation.

With three members, the Audit, Risk and Compliance committee works together with the board in legal and regulatory compliance matters. Members closely monitor financial statements, reference forms, releases, and management reports. In addition, they monitor independent auditors to ensure exemption.

This group of three professionals responsible for Financial and Consumer Credit is at the forefront of the company’s financial policy, monitoring indebtedness, contracts and guarantees. A team of four oversees the People and Organizational Culture. They oversee values, ethical and legal standards, statutes, regulations and rules among all employees all the way up to the board level.

Finally, three members from the group are at the head of the Strategy, Business and Digital Transformation committee. These professionals lead all operational and strategic guidelines for the company. They approve and advise the company’s entry into new markets, acquisition movements, mergers, etc.

The entire board and committee organization is crucial for Magalu to remain a corporate governance reference, guarantee exemption, information control and transparency before all stakeholders, as well as the required diversity of experiences, opinions and knowledge applied to company management.

Practice

In addition to the duties set forth in the Law of Corporations, the General Meeting of shareholders has the power to elect or dismiss, at any time, board members; determine the annual compensation of the members of the Board of Directors and Executive Board; decide on the allocation of net income and distribution of dividends; and amend the Bylaws.

The board also has the authority to decide on matters involving, directly or indirectly, Magazine Luiza, as the increase or reduction of capital out of the authorized capital; any financial restructuring; merger, transformation or acquisition of shares, as well as transfer of substantial part of assets that generate the discontinuance of its activities; redemption, amortization, stock split or reverse split of shares or any securities issued by the Company; and distribution of dividends above the mandatory minimum.

Práticas
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