As in other agreements entered into by the EcoRodovias Group, agreements with related parties are systematically submitted to the Company’s regular internal and external auditors and the findings are reported to the Audit Committee of EcoRodovias’ Board of Directors.
In addition, all agreements with related parties, including the amounts and conditions, are included in the information disclosed to the market.
a) Related Parties will receive an Invitation describing the works, services, and the supply of materials and inputs pertaining to the programs mentioned in item 3 above.
b) The contracting Unit shall include, among the applicable definitions, the form of contracting intended and other relevant information (projects, rules, etc.), as well as the interim and final deadlines for the works and/or services.
c) The works shall be appraised by the Related Parties in accordance with the form of contracting presented by the Unit. The agreements will be formalized only if they meet the following requirements:
i) Compliance with the projects and specifications set forth by the Unit;
ii) Compliance with budget requirements for the project, determined by the Unit and presented in a separate spreadsheet included in the projects and specifications, containing:
a) the list of services included in the project;
b) volume of services;
d) physical and financial schedule.
iii) Make a reference to Service Specifications or Project Instructions in accordance with the criteria established by the Approving Authority (in the absence of Approving Authority, those of EcoRodovias will be considered) for adopting the services and measurement criteria (E.g.: Caderno de Encargos of the São Paulo State Highways Department (DER-SP), etc.);
iv) Make a reference to the Price List in accordance with the criteria set forth by the Approving Authority for institutions recognized in the market for carrying out infrastructure and logistics works (E.g.: Tabela de Preços of DER-SP, etc.), or a list provided by the EcoRodovias Group or the Unit;
v) If the price of any item is not found in said Lists or some service specification is not applicable, the Unit shall adopt other references, or present its own description and specifications, which must be duly detailed and in compliance with the applicable Technical Standards;
vi) Related Parties shall accept the financial and physical schedule and compulsorily meet the interim and final deadlines established by the Concessionaire;
vii) For works with deadline longer than one year, there shall be a contractual adjustment based on an industry-specific index, in accordance with market practices;
viii) Any additional works, higher volumes or variations in the project, whose value exceeds 20% of the initial contracted amount shall be analyzed and submitted to the Board of Directors of EcoRodovias and/or the contracting Concessionaire, as the case may be.
ix) Related Parties may submit alternative methodologies or component solutions for the project, which shall be presented in a timely manner by the Related Parties and may be implemented only with the Unit’s consent in accordance with the principles established in this Policy.
d) There will be a phase for preliminary evaluation and negotiation of scope, prices, and deadlines to allow the Related Parties to present a formal proposal.
Related Parties may be included in agreements for the execution of certain works, services, and the supply of raw materials and inputs defined in the Units’ investment programs, in accordance with the Concession Agreements or Business Plan, such as:
Related parties are individuals or legal entities that the Company may contract under conditions other than those of the autonomy that characterizes transactions of third parties to the Company.
The Bylaws of EcoRodovias Infraestrutura e Logística S/A, the holding company of EcoRodovias Concessões, establish that it is incumbent upon the Board of Directors: to approve the execution of agreements between the Company or its subsidiaries and any of its shareholders or controllers of its shareholders or subsidiaries or associated companies of the Company’s shareholders or controlling shareholders, and any member of the Board of Directors (including independent members) may previously and appropriately request the preparation of an independent appraisal conducted by a specialized company that will review the terms and conditions of the engagement proposal and will analyze its accordance with the arm’s length conditions.
This Policy establishes the criteria for contracting related parties to carry out works and provide services, as well as supply materials and inputs under the investment and special highway maintenance programs related to the Subsidiaries or Business Units of the EcoRodovias Group.
The EcoRodovias Group contracts Related Parties, in line with market conditions and practices, on an arm’s length basis. In this regard, this Policy aims to ensure that all decisions involving related parties are taken in accordance with the interests of EcoRodovias and its shareholders, and applies to all administrators of the Company and its subsidiaries.